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DATATEC LIMITED Annual Report 2025

Jul 3, 2025

48705_rns_2025-07-03_c37d3d01-1649-4804-b57d-ead770d48af9.pdf

Annual Report

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Annual Report 2025

Contents

Corporate governance reports
Board of directors 1
Social and Ethics Committee report 6
Risk report 9
Remuneration report 15
Responsible Business reports
Responsible business overview 41

Further information is available online

Further information is available elsewhere in the annual report

The annual report serves as Datatec's primary means of communicating its governance structure and execution, throughout the Group. The report should be read in conjunction with the forthcoming Datatec integrated report and responsible business report.

Datatec published its annual results for the year ended 28 February 2025 ("FY25") on 27 May 2025, which is the effective date of this annual report, except for the notice of Annual General Meeting ("AGM") and form of proxy dated 27 June 2025.

Financial results

Audited Group consolidated financial statements 43
Directors' responsibility statement 43
CEO and CFO responsibility statement 44
Certificate by Company Secretary 44
Independent auditor's report 45
Audit, Risk and Compliance Committee report 49
Directors' report 51
Group accounting policies 54
Consolidated statement of comprehensive income 72
Consolidated statement of financial position 73
Consolidated statement of changes in equity 74
Consolidated statement of cash flows 76
Notes to the Group consolidated annual financialstatements 77

Notices and references

Notice of Annual General Meeting 170
Form of proxy 177
Notes to the form of proxy 178
Shares and shareholders 179
Administration 181
Shareholders' diary 182
Glossary 183
Financial and technical definitions 184
Contact details IBC
Company information IBC

Board of directors

The Board

The Board is responsible for the leadership and guidance of the Group and exercises control over all divisions and subsidiaries by monitoring executive management. The Board is at the head of the Group's corporate governance structure and ensures that the Group is a responsible corporate citizen, cognisant of the impact its operations may have on the environment and society in which it operates, while acting in accordance with Datatec's Code of Conduct.

Board confirmation of good governance

The Board recognises the King IV Report on Corporate GovernanceTM for South Africa 2016 ("King IV")* as the essential governance framework behind its strategy for value creation. The Board has applied the principles of King IV to govern, create, sustain and grow value for the Group and achieve the intended outcomes of the King IV Code.

The Board fully embraces the principle of ethical leadership in setting and implementing the strategy and the Group's approach to governance, guided by the principles of King IV.

In addition, the Board takes full responsibility for the management, direction and performance of the Group by exercising independent judgement on all issues reserved for its review and approval while taking cognisance of the needs of stakeholders.

The Board confirms that Datatec has complied with the provisions of the Companies Act 71 of 2008, as amended ("Companies Act") and is operating in conformity with its Memorandum of Incorporation ("MoI").

* Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved.

Board committees

The Board has established four committees to assist it with its duties: • Social and Ethics Committee

  • Audit, Risk and Compliance Committee ("ARCC")
  • Nominations Committee
  • Remuneration Committee

Division of duties

The responsibilities of the Chair and Chief Executive Officer ("CEO"), and those of other non-executive and executive directors, are clearly separated to ensure a balance of authority which precludes any one director from exercising unfettered powers of decision-making.

These responsibilities are set out in the Board Charter, which can be found at www.datatec.com.

The non-executive directors draw on their experience, skills and business acumen to ensure impartial and objective viewpoints in decision-making processes and standards of conduct. The mix of technical, entrepreneurial, financial and business skills of the directors is considered to be balanced, thus enhancing the effectiveness of the Board.

Board diversity policy

Diversity is enshrined in Datatec's Code of Conduct. The Board strongly supports the principles of diversity and sees promoting race, gender and overall diversity at Board level as an essential element of good corporate governance. A diverse Board will include differences in age, gender, race, culture, field of knowledge, skills and industry experience, and other distinctions between members of the Board. These differences will be considered in determining the optimum composition of the Board and, when possible, should be balanced appropriately.

The Board, assisted by the Nominations Committee, will discuss and agree on proposed objectives annually, including, without limitation, the setting of voluntary targets for achieving diversity. The policy on promotion of diversity at Board level can be found at www.datatec.com.

Board of directors continued

Maya Makanjee Jens Montanana Ivan Dittrich Sabine Everaet

Independent

Independent non-executive director

non-executive Chair Chief Executive Officer Chief Financial Officer Age: 63 Age: 64 Age: 52 Age: 58 Appointed to the Board: 6 October 1994

Appointed to the Board:

1 November 2018

Appointed to the Board:

30 May 2016

Appointed to the Board: 2 October 2023

Skills, expertise and experience: Skills, expertise and experience: Skills, expertise and experience: Skills, expertise and experience:

Maya is an independent non-executive director with executive experience in the telecommunications, financial services, consulting and fast-moving consumer goods industries. She has held directorships in human resources, marketing communication, corporate affairs and reputation management, strategy and business re-engineering, and has extensive experience in Southern African Development Community ("SADC") countries, as well as in some markets in Asia.

She was previously an executive director of Vodacom (Pty) Ltd, Nestlé South Africa (Pty) Ltd and SABMiller (Africa and Asia), Chair of the Vodacom Foundation South Africa and a Board member of the World Wide Fund for Nature. Maya holds a Master of Business Leadership (cum laude) degree from the University of South Africa, a Bachelor of Commerce degree from the University of KwaZulu-Natal in Durban and a Bachelor of Fine Arts degree in Dance from the University of Mumbai.

Other directorships:

• Non-executive director of MCB Group Limited

• Non-executive director of Mpact Limited

Jens is the founder and Chief Executive Officer ("CEO") of Datatec, which he established in 1986.

Between 1989 and 1993, Jens also served as Managing Director and Vice-President of US Robotics (UK) Limited, a wholly owned subsidiary of US Robotics, Inc. which was acquired by 3Com in 1997. In 1993, he co-founded US start-up Xedia Corporation, which was subsequently sold to Lucent Corporation in 1999.

In 1994, Datatec listed on the JSE and Jens held the role of Chair as well as CEO until 2001, when Datatec established an independent non-executive Chair role. Jens chairs the boards of Datatec's divisional parent companies, Logicalis International Limited, Logicalis Latin America and Westcon International Limited.

Other directorships:

• Chairman of Corero plc (AIM London)

Ivan re-joined Datatec in May 2016 from Vodacom, where he had been Group Chief Financial Officer ("CFO") from June 2012 to July 2015. Prior to that, he held a number of senior executive positions over a 13-year period at Datatec, including Group CFO from May 2008 to June 2012.

Ivan qualified as a Chartered Accountant (South Africa) at Deloitte South Africa and also worked for PricewaterhouseCoopers in London. He completed the Oxford Advanced Management and Leadership programme at Saïd Business School.

Sabine had a distinguished career at The Coca-Cola Company from 1995 to 2021 where she held various IT leadership roles with increasing functional and geographic responsibilities, becoming Europe, Middle East and Africa ("EMEA") CIO in 2016. She is currently a Board Member and Senior Advisor at several companies, and holds the role of Investment Committee Member at Oraxys, a Private Equity firm focused on sustainability. She graduated as a Business Engineer from the Katholieke Universiteit Leuven (Belgium). She was awarded 'CIO of the Year' in Belgium at the end of 2011 and was named one of the 2016 'Top 50 Most Inspirational Women in Technology' in Europe.

Other directorships:

  • Non-executive director of ING
  • Belgium SA • Trustee of the Charities
  • Aid Foundation • Director of WAKO

Committees:

Committee key

  • Nominations Committee
  • Remuneration Committee
  • Social and Ethics Committee
  • Chair of committee

Colin Jones Johnson Njeke Luis Rapparini Deepa Sita

Independent non-executive director

Independent non-executive director

Independent non-executive director

Independent

non-executive director

Age: 64 Age: 66 Age: 59 Age: 47

Appointed to the Board: 3 June 2024

Appointed to the Board: 1 September 2016

Appointed to the Board: 1 September 2022

Appointed to the Board: 1 March 2022

Skills, expertise and experience: Skills, expertise and experience: Skills, expertise and experience: Skills, expertise and experience:

Colin Jones has had a distinguished career at Euromoney Institutional Investor Plc, the global financial information business, where he was CFO from 1996 to 2018. He was also COO from 2003 to 2015, including seven years based in New York. Colin is a Chartered Accountant (ICAEW FCA) and holds a BSc in Economics and Accounting from Bristol University.

Other directorships:

  • Non-executive director and Audit and Risk Committee Chair of STV Group Plc
  • Non-executive director and Audit Committee Chair of M&C Saatchi Plc
  • Trustee and Chair of the Finance Committee of The City Literary Institute

Committees:

Johnson was a Partner of PricewaterhouseCoopers from 1990 to 1994. In 1994 he cofounded Kagiso Trust Investments. He was the Managing Director of the Kagiso group until 2010. He is currently the Executive Chair of Silver Unicorn Coal and Minerals

(Pty) Ltd.

He is a past Chair of the South African Institute of Chartered Accountants ("SAICA") and its Education Committee. He has served in a number of prominent advisory roles for both the public

and private sector.

Johnson has a Bachelor of Commerce degree, Master of Accounting Sciences degree, and

(South Africa). Other directorships:

• Non-executive Chair of Clicks Group Limited

Luis has extensive experience as a finance and internal audit executive developed over his career with British American Tobacco ("BAT"), Raízen and Royal Dutch Shell working in local, regional and global positions, with wide exposure to national and international investors.

He was Chief Financial and Investor Relations Officer of Raízen, a large joint venture, where he played a fundamental role in the significant growth of the business, while building robust governance in a complex environment. Thereafter, he joined Royal Dutch Shell as Chief Audit Officer, heading internal audit and reporting directly to the Group's Audit Committee.

He holds a Masters of Business Administration ("MBA") in Finance, from the Pontifícia Universidade Católica do Rio de Janeiro, Brazil, as well as post-graduate degree in Information Technology and a Bachelor of Civil Engineering from the same university.

Luis is Chair of the Audit Committee and member of the Remuneration Committee of Datatec's subsidiary, Logicalis Latin America.

Other directorships:

• Logicalis LATAM • OceanPact SA • COSAN • Audit Committee Chair of Amaggi

Committees:

Deepa is the Group Chief Financial Officer of Metcash Limited in Australia.

She has extensive finance and industry experience spanning over 20 years. In addition to finance, Deepa has significant senior leadership experience across strategy, mergers and acquisitions, digital, information technology and integration.

Most recently, Deepa held the position of Group CFO of Tiger Consumer Brands Limited. Prior to this, Deepa held senior leadership roles with Walmart's South Africabased subsidiary Massmart. These included Interim CEO of Masscash, Finance and Commercial Director of Masswarehouse, Chief Strategy and Integration Officer of Massmart Wholesale and CFO of Makro SA, all divisions of Massmart. She also held senior finance roles with Mondelēz International and Samsung Electronics South Africa.

Deepa is a Chartered Accountant (South Africa) and holds a Master of Business Administration ("MBA") (cum laude) from GIBS, University of Pretoria and a Bachelor of Commerce Accounting (Honours) degree from the University of Johannesburg.

Other directorships:

• Multiple subsidiaries within the Metcash Australia Group

Committees:

Board of directors continued

Changes to the Board and committees during FY25 and up to the date of this annual report

The following changes to the Board and to the roles of the independent non-executive directors have taken place:

  • Colin Jones was appointed as an independent non-executive director of the Company and member of the Audit, Risk and Compliance Committee ("ARCC") with effect from 3 June 2024;
  • Stephen Davidson and Rick Medlock retired from the Board at the Annual General Meeting on 31 July 2024; and
  • Sabine Everaet stood down from the ARCC on 3 June 2024 and took over as Chair of the Social and Ethics Committee on 31July 2024.

Rotation of directors

In terms of the Group's MoI, one-third of the Board's directors must retire from office at each AGM on a rotation basis. Retiring directors may make themselves available for re-election, provided that they remain eligible as required by the MoI and in compliance with the JSE Listings Requirements.

At the upcoming AGM, Jens Montanana, Luis Rapparini and Deepa Sita will retire by rotation and, being eligible, will offer themselves for re-election.

On behalf of the Board, the Chair confirms that, on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Jens Montanana, Luis Rapparini and Deepa Sita throughout their period of office has been highly satisfactory.

The Board unanimously recommends shareholders to vote in favour of the re-election of Jens Montanana, Luis Rapparini and Deepa Sita at the AGM.

Annual Board and committee reviews

During FY25, the Board undertook a detailed evaluation of the Board, its committees and the executive directors.

Questionnaires developed with the assistance of an external consultant experienced in governance matters were used to assist in this process. The responses to the questionnaires were reviewed and discussed by the Board and by the individual committees and areas for improvement were identified.

The responses from the questionnaires identified the strengths on which to build and areas of opportunity for further development and feedback was provided to the Board.

In addition to Board and committee self-evaluations, the directors were evaluated during the year as follows:

  • Non-executive directors were assessed for independence by the Nominations Committee and the Board
  • The CFO was assessed by the ARCC
  • The Company Secretary was assessed by the Board.

Support functions

Independent advice

All directors have access to seek professional and independent advice about the affairs of the Group at the Group's expense.

Company Secretary

All directors have unlimited access to the advice and services of the Company Secretary. The Company Secretary is responsible for the duties set out in section 88 of the Companies Act, including governance and proper administration of the Board, regulatory advice, monitoring the implementation of Board decisions and ensuring that ethical governance standards are implemented.

Datatec Management Services (Pty) Ltd, a South African company, is the Company Secretary. This company is managed by Simon Morris.

The Board undertakes an annual evaluation of the Company Secretary in accordance with the JSE Listings Requirements.

The evaluation criteria for the Company Secretary includes assessing the qualifications, knowledge of or experience with relevant laws, the ability to provide comprehensive support and the ability to provide guidance to directors as to their duties, responsibilities and powers. The annual evaluation in FY25 was included in the Board Review noted above. The Board is comfortable that the Company Secretary maintains an arm's length relationship with the Board at all times, has the relevant experience to discharge his duties and is sufficiently qualified and skilled to act in accordance with, and advise directors in terms of the JSE Listings Requirements and update the directors in terms of the recommendations of the King IV Code and other relevant local and international law.

Simon Morris is a qualified Chartered Accountant (ICAEW).

Board meeting attendance

The directors' attendance at Board meetings during FY25 and subsequently to the date of this report is as follows:

14 March2024 22 May2024 10 July2024 22 October2024 28 January2025 20 March2025 21 May2025
M Makanjee P P P P P P P
SJ Davidson P A P
IP Dittrich P P P P P P P
SJ Everaet P P P P P P P
CR Jones P P P P P
CRK Medlock P P A
JP Montanana P P P P P P P
MJN Njeke P P P P P P P
LC Rapparini P P P P P P P
DS Sita P P P P P P P

P = present A = absent

– = not a director at the time

Social and Ethics Committee report

The Social and Ethics Committee remains deeply committed to driving sustainability as a core principle of the Group's long-term strategy. As global and local challenges become more complex, the committee recognises the need to go beyond short-term fixes and instead focus on solutions that promote sustainable and inclusive growth.

Datatec has a strong commitment to sustainability and is focused on creating long-term sustainable value for all stakeholders. At the heart of our sustainability efforts lies a strong alignment with our core values. The committee actively seeks to ensure that these values are not only upheld in policy but are also evident in practice. By embedding ethical considerations into our decision-making processes, we strive to create a culture of accountability, transparency and respect for people and the planet. This values-driven approach enables us to deliver impact with integrity while building trust and resilience in a rapidly changing world.

Role of the committee

The Social and Ethics Committee operates within defined terms of reference as set out in its charter, the Companies Act, the guidance provided by King IV and the authority granted to it by the Board. Broadly, the committee is tasked with overseeing the good corporate citizenship of the Group on behalf of the Board. In conjunction with the Board, the Social and Ethics Committee has applied the principles of King IV throughout the reporting period.

The responsibilities of the committee include monitoring the Group's sustainable development performance and the application of its policies and best practice on behalf of the Board.

The committee reports to the Board and to the shareholders at the AGM on relevant matters.

Activities of the committee

During FY25 and to date, the following were some key activities from the Social and Ethics Committee. The committee assisted in ensuring that the Group drives improvements in ESG, transformation, employee wellbeing, corporate social responsibility, and the health and safety of our employees.

Policy documents

The Social and Ethics Committee examines the application of the Group's Code of Conduct, which provides a framework of "how we do business" in an honest and ethical way across the Group. On an annual basis, the Group conducts Code of Conduct training and all employees are required to complete it. The committee reviews the reports from the subsidiaries relating to Code of Conduct and anti-bribery and corruption training. During the reporting period, the centralised whistleblowing hotlines operated effectively and efficiently. The Group-wide, centralised whistleblowing hotlines allow Code of Conduct and anti-bribery and corruption allegations to be reported centrally to the Group Chief Risk Officer ("CRO") and General Counsel, who in turn ensure that all complaints are reported to the Audit, Risk and Compliance Committee and the Social and Ethics Committee. The committee also considered the effectiveness of the Group's Code of Conduct, which was amended during the reporting period, as well as effective management of the whistleblowing hotline.

The Social and Ethics Committee's responsibilities encompass monitoring and regulating the Group's social and ethics performance, and its impact on its stakeholders.

Sabine Everaet Social and Ethics Committee Chair

ESG

Datatec is committed to doing business in a responsible and sustainable manner. We believe that cultivating long-term value for shared prosperity is critical to our business. The committee ensures that the Group has a positive socio-economic impact, our operations have minimal environmental impact, we attract and retain the best talent and that we maintain the highest standards of governance, ethics and business conduct.

The committee oversaw the Group's response to various climate change initiatives, including reducing the carbon footprint from our operations.

The committee reviewed the Group's contribution to the development of communities where we do business, through the Datatec Educational and Technology Foundation and other local initiatives.

The committee monitored compliance with the Group's Code of Conduct to ensure that robust controls remain in place and ensuring that management continues to drive an ethical and responsible corporate culture.

For more information on the Group's responsible business and sustainability practices, refer to page 41.

Health and safety

Health and safety reports are reviewed by the committee and at the subsidiary audit committees and risk forums. The Group operates in over 50 countries and subsidiaries keep abreast and comply with relevant health and safety legislation in the jurisdictions they operate in. The health, safety and wellbeing of our employees continues to remain a priority.

The Internal Audit health and safety maturity assessment for the Group, which commenced in FY24, was concluded. The Internal Audit procedures performed for the subsidiaries under review did not identify any non-compliance with local health and safety laws. The management actions items and recommendation from Internal Audit were addressed. The Group continues to enhance health and safety and to ensure that our employees have safe working environments.

There were no major health and safety incidents reported during FY25.

For more information on health and safety, refer to page 42.

Transformation

The committee actively contributes to ongoing discussions regarding transformation, which are key to the long-term sustainability of the business. Datatec is an equal opportunities employer and is committed to a work environment that is free from discrimination.

The committee monitors the promotion of equality and prevention of unfair discrimination throughout the global operations of Datatec. Reports from subsidiaries are discussed at the committee meeting to ensure that all matters are dealt with adequately.

The committee also encourages a focus on inclusivity within the Group. Female employees are actively supported and there are programmes to promote gender representation and advance women in the workplace.

The committee oversaw the Broad-Based Black Economic Empowerment ("BBBEE") contributor status for the South African subsidiaries. WestconGroup SA retained Level 1 BBBEE contributor status; Logicalis SA also maintained its Level 1 rating and Datatec's combined South African entities achieved a Level 3 rating, an improvement from the prior year.

Human rights, ethics and our people

The Group's Code of Conduct is guided by the 10 principles of the United Nations Global Compact. The committee, as directed by the Board, embraces the principle of ethical leadership in setting and implementing the strategy and the Group's approach to governance and dealing with internal and external stakeholders.

The committee brings matters relating to human rights, labour and discrimination to the attention of the Board and reports on them to shareholders at the AGM.

Our employees are encouraged to report any improper conduct or unethical behaviour to the appropriate internal channels or through the anonymous whistleblowing platform.

The Group operations have robust supplier onboarding policies, which they adhere to when conducting due diligence with existing and new partners. These policies include, among other things, compliance with the Group's Code of Code and anti-bribery and corruption policies, to mitigate the risks associated with violations of human rights incidents.

Our subsidiaries strive to adhere to the labour laws relevant to them and report on any major changes, risks and compliance requirements to the committee and the ARCC.

The Group has a zero tolerance approach to fraud, corruption and any wrongdoing and firm action is taken against anyone who has been found to have committed such offences.

The committee will continue to guide the Group to ensure it does business responsibly and ethically. In FY26 and beyond, the committee will focus on the following key initiatives in addition to its other objectives.

  • Focus on ongoing transformation efforts and gender equality in our operations.
  • Oversee the continued support of youth employment and skills by the South African subsidiaries through learnerships and internships.
  • Deepening ethics awareness and overseeing greater awareness by employees and third parties of the Group's whistleblowing platform.
  • Develop a consolidated and consistent strategy for Group social investment and donations.
  • Oversee the Group's environmental and social strategy framework and ensure that the Group conducts business in a sustainable manner and that there is a focused effort to achieving environmental targets.

SJ Everaet

Chair, Social and Ethics Committee May 2025

Corporate governance reports

Responsible Business reports

Financial results

Social and Ethics Committee report continued

Social and Ethics Committee composition and constitution

  • The Board has established a Social and Ethics Committee under the terms of the Companies Act.
  • The committee operates within defined terms of reference, as set out in its charter and the authority granted to it by the Board, and meets at least twice a year.

The Social and Ethics Committee charter is available at www.datatec.com.

The Social and Ethics Committee comprises the following independent non-executive directors:

  • Sabine Everaet, Chair (appointed Social and Ethics Committee Chair on 31 July 2024)
  • Maya Makanjee
  • Johnson Njeke
  • Stephen Davidson (retired from the Board and as Social and Ethics Committee Chair on 31 July 2024)

Directors' attendance at Social and Ethics Committee meetings during FY25 and subsequently to the date of this report is as follows:

13 March2024 21 October2024 19 March2025
SJ Everaet P P P
M Makanjee P P P
MJN Njeke P P P
SJ Davidson P

P = present

– = not a member at the time

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees, which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter. There were no issues identified in the committee appraisals and the committee was satisfied with the manner in which it has operated during the reporting period.

Risk report

Risk policy

The Group's risk policy:

  • sets out and explains Datatec's approach to risk and risk management;
  • records the Board's evaluation of Datatec's risk appetite for the main categories of risk;
  • explains the principles behind Datatec's risk management framework, which contains the procedures by which the policy is implemented; and
  • supports management in managing risk, allowing risk to be managed on a decentralised basis subject to Group overview.

The approach to risk management and internal control, defined in the risk policy, has been applied throughout the year under review and up to the date of approval of this annual report.

The risk policy is reviewed by the ARCC and approved annually by the Board. The latest update was approved in March 2025.

While all risks are continually monitored, the ARCC continues to pay particular attention to cyber security threats, which remain at a very high level. Risk mitigation in this area is being undertaken continuously across the Group and is being closely monitored by the ARCC.

The risk management framework, which is used for maintaining sound risk management and internal control systems throughout the Group, is explained in more detail later in this report.

Board assessment of the Group's system of internal controls and risk management

Nothing has come to the attention of the Board or has arisen out of the internal control self-assessment process, internal audits or year-end external audit that causes the Board to believe that the Group's system of internal controls and risk management is not effective or that the internal financial controls do not form a sound basis for the preparation of reliable financial statements. The Board's opinion is based on the combined assurances of external and internal auditors, management and the ARCC.

The Board is responsible for Datatec's strategy, leadership and decision-making which are all impacted by risk. Risk-based leadership, with the Board at its apex, is fundamental to Datatec.

Johnson Njeke Audit, Risk and Compliance Committee Chair

Corporate governance reports

Responsible Business reports

Financial results

Risk report continued

Risk management framework

The Group's risk management process has three key steps:

  • Identify key risks document in risk registers
  • Implement controls to mitigate risk monitor through continuous review
  • Obtain assurance that controls are effective combined assurance programme

Within this framework, the specific responsibilities of different designated bodies and individuals and the processes they follow are set out below:

Responsibility Process
Board• Extensive experience inthe Group's mainbusiness streams• Experience of the nonexecutive directors inother fields of business • Level of risk tolerance and limits of risk appetite are set as part of the strategic direction of theGroup• A combined assurance framework is in place to ensure adequate assurance that the controls overthe identified risks are operating effectively• A Group risk register is maintained and risks across all aspects of the Group's operations areconsidered, including financial, market, political and operational risks, as well as social, ethical andenvironmental risks
Audit, Risk andCompliance Committee • Monitors risk management activities on an ongoing basis• Discusses risk topics raised• Reviews risk registers semi-annually• Reviews divisional Audit, Risk and Compliance Committee meeting minutes• Reviews CRO Forum minutes
Group Chief Risk Officer • Chairs CRO Forum• Sits on divisional ICT Governance/Information Security Committees• Maintains Group risk register• Reports to CFO• Reports to ARCC• Ensures that the risk management framework is operating effectively in the divisions• Ensures improvements in the controls and risks identified in the Group risk register
Divisions – divisionalboards and executivecommittees • Regularly review strategic and emerging risks• Input to risk registers• Identify and prioritise high-risk areas on risk maps based on impact and likelihood• Impact ratings are broadly defined in terms of financial thresholds, operational impacts, regulatorycompliance, customer and community impacts, employee impacts and reputational impacts• Likelihood ratings are defined in terms of the overall likelihood of a risk materialising• Further analyse high-risk areas to identify potential root causes• Identify mitigating controls and associated monitoring/assurance activities for each high-risk area• Assign an executive to monitor and manage specific risk areas• Review risk registers and risk maps semi-annually
Divisional chief riskofficers • Ensure divisional risk procedures are in accordance with and support the Group's riskmanagement framework• Maintain divisional risk registers• Coordinate the execution of the risk management framework at divisional level• Identify emerging risk and compliance issues• Report on divisional management of risk to divisional audit, risk and compliance committees(which report to the divisional boards)• Oversee management's response to matters identified as requiring improvement

• Report to the semi-annual CRO Forum

Financial and internal control

The Group's internal control and accounting systems are designed to provide reasonable, but not absolute, assurance as to the integrity and reliability of the financial information and to safeguard, verify and maintain accountability of its revenues and assets. These controls are implemented and maintained by skilled personnel.

The operation of key internal controls is assessed on an annual cycle, using an internal control questionnaire ("ICQ") process, which is completed by the process owners of all Group subsidiaries with operational accounting functions. The CFOs of the subsidiaries are responsible for validating the responses. The results of the ICQ are critically assessed by divisional and Group management and assist in harmonising controls and setting standards across the business.

Combined assurance

A combined assurance framework for monitoring and evaluating the effectiveness of the internal controls is in place throughout the Group. This framework deploys and co-ordinates internal and external assurance providers to report on the effectiveness of the Group's internal controls.

A combined assurance model aims to optimise the assurance coverage obtained from management, internal assurance providers and external assurance providers on the risk areas affecting the Group. Within Datatec, there are a number of assurance providers that either directly or indirectly provide the Board and management with certain assurances over the effectiveness of those controls that mitigate the risks, as identified during the risk assessment process. Collectively, the activities of these assurance providers are referred to as the combined assurance framework.

As the nature and significance of risks vary, assurance providers are required to be equipped with the necessary expertise and experience to provide assurance that risks are adequately mitigated. External assurance providers include IT and cyber security specialists, sustainability assurance providers and other professional advisers.

In the combined assurance model, each control is linked to a specific assurance provider, where applicable, to enable the following to be identified:

  • Risk areas where no/insufficient controls have been identified
  • Risk areas where controls have been identified, yet insufficient assurance is provided (gaps)
  • Risk areas where duplicate or "excess" assurance is provided (duplication)

Management-based assurance: Management oversight, including strategy implementation, performance measurements, control self-assessments and continual monitoring mechanisms and systems:

  • Local management is required to undertake the ICQ process annually to ensure key controls are in place and this is monitored against internal control norms. Remediation is taken where any control is considered to be ineffective. The process and results are also reviewed by the ARCC.
  • In addition, the Board obtains a formal letter of assurance twice a year from each of its subsidiary divisions (supported by similar representations from the divisions' own subsidiaries).

This provides the Board with assurance over the operation of the risk management processes described above, including the operation of internal controls over financial and IT risks, compliance with legislation, and the ethical and sustainable management of the business.

Internal assurance: Risk management (adopting an effective enterprise risk management framework), legal, compliance, health and safety, and quality assurance departments are included. They are responsible for maintaining policies, minimum standards, oversight and risk management performance and reporting.

The internal audit function, as described in more detail on the following page, is the primary assurance provider within the organisation.

Independent assurance: Independent and objective assurance of the overall adequacy and effectiveness of risk management, governance and internal control within the organisation, includes external audit and other expert assurance providers required from time to time.

Appropriate assurance providers under each of the above categories have been identified by the Board committees:

  • The ARCC
  • The Social and Ethics Committee with regard to oversight of the Group's controls in the sphere of ethics, corporate social responsibility and sustainability
  • The Remuneration Committee with regard to controls in the remuneration sphere
  • The Nominations Committee in relation to Board diversity and corporate governance structures

Management has used this model to conclude on the completeness and appropriateness of the current assurance activities for each risk identified and that the level of assurance provision is satisfactory. It continues to maintain the framework as part of the ongoing risk management process.

The ARCC has reviewed the combined assurance frameworks for the Group and its divisions to satisfy itself with management's conclusions and will continue to review them as part of its role in oversight of risk management.

In light of its review of the combined assurance framework, the ARCC has recommended to the Board that appropriate assurance activities are in place in relation to the controls operating over each risk identified in the risk management process.

The governance of ICT

The Board has the responsibility to govern technology and information in a way that supports the organisation in setting and achieving its strategic objectives (King IV Principle 12). To achieve this, the governance of ICT is embedded in the Group's risk management framework. ICT risk is managed across all operations, with controls and assurance provision to be maintained and reviewed in the same way as for other risks. The Board has adopted an ICT governance policy setting out the Group's approach to ICT governance. Within this policy, ICT governance committees and information security councils operate within each division overseeing ICT risk management and cybersecurity, with the aim of reinforcing the integration of IT risk issues into the Group's risk management framework.

Corporate governance reports

Responsible Business reports

Risk report continued

The ARCC includes a review of ICT governance and cybersecurity procedures operated by the Group's major divisions in its annual timetable to assist in its ICT governance role.

There are documented and tested procedures in the major subsidiaries, which will allow them to continue their critical business processes in the event of a disastrous incident impacting their activities. Such business continuity planning procedures are reviewed annually and, where weaknesses are identified, the relevant subsidiaries are required to rectify them.

Management reporting

The Group operates management reporting disciplines, which include the preparation of annual budgets by operating entities. Monthly results and the financial status of operating entities are reported against approved budgets. Project projections and cash flow forecasts are reviewed regularly, while working capital, borrowing facilities and bank covenant compliance is monitored on an ongoing basis.

All financial reporting by the Group, including external financial reporting and internal management reporting, is generated from the financial systems, which are subject to the internal controls and risk management procedures described above.

Compliance framework and processes

The Board governs compliance with applicable laws and adopted non-binding rules, codes and standards in a way that supports the organisation being ethical and a good corporate citizen (King IV Principle 13). Each division manages compliance with relevant laws and regulations, which the ARCC has divided into the following broad categories for the purposes of monitoring. These are considered to be the main themes/ classes of legislation, which pose the biggest risk to Datatec in the event of breach:

  • Corporate law companies acts, financial reporting
  • Financial law anti-money laundering and fraud
  • Export regulations trade sanctions and foreign corrupt practices
  • Import regulations including duty and VAT taxation
  • Securities law insider dealing and stock exchange compliance
  • Employment law unfair dismissal, employment practices, health and safety
  • Intellectual property, trademarks and patents
  • Competition legislation
  • Data protection/privacy legislation

Each category is considered in the risk assessment process and, if appropriate, a risk is recorded on the relevant risk register and managed in accordance with the risk management framework set out in this report. The divisions' audit, risk and compliance committees report on each category of legislation above, noting whether any breaches of compliance have been identified.

Internal audit

Internal audit is an independent appraisal function which examines and evaluates the activities and the appropriateness of the systems of internal control, risk management and governance. The internal auditor is the key assurance provider in the Group's combined assurance framework. The function provides the Board with a report of its activities which, along with other sources of assurance, is used by the Board in making its assessment of the Group's system of internal controls and risk management.

Datatec has an in-house internal audit function, which operates within defined terms of reference, as set out in its charter and the authority granted to it by the ARCC and the Board.

The internal audit function reports to the Datatec ARCC. Internal audit, headed by the Chief Audit Executive, is functionally responsible to the Chair of the ARCC and administratively to the CFO and CRO.

Audit plans are presented in advance to the ARCC for approval. The plans are based on an assessment of risk areas involving an independent review of the Group's own risk assessments, which are recorded in the risk registers. A significant component of the internal audit plan is the continuous audit of the business process cycles through the divisional ERP systems, which is undertaken using automated audit protocols. The internal audit plan also includes audits of key controls applying to business processes at specific locations. Both audit visits and continuous auditing assessments include an independent assessment by the internal auditor of the ICQ responses of the entity being audited for the controls in scope for the audit in order to validate the ICQ self-assessment.

The internal audit function has capability in cyber security and is performing cyber security audits to address this critical risk area across the Group.

The internal audit team attends and presents its findings to the ARCC. Management is responsible for acting on the findings of internal audit and implementing remedial action to correct identified control weaknesses, in accordance with an agreed timetable. Internal audit reviews management's actions on the findings and reports back on the effectiveness and timeliness of the response.

The internal audit team attends the CRO Forum to assist in the dissemination of findings across the Group and the Cyber Security Internal Audit Director also provides input and assistance to support the enhancement of ICT general controls and cyber security protection across the Group.

The internal audit process and management's response to the findings thereby contribute to a continuous improvement culture in the Group's risk management function.

The internal audit team undertakes periodic quality self-assessments, reviewed and validated by an independent external assessor. The last assessment, conducted in FY23, concluded that the internal audit team generally conforms to the standards of the Institute of Internal Auditors ("IIA").

The ARCC is satisfied that internal audit has met its responsibilities for the year with respect to its terms of reference.

External audit

The ARCC is responsible for recommending the external auditor for appointment by shareholders and for ensuring that the external auditor is appropriately independent.

PricewaterhouseCoopers Inc. ("PwC") is the external auditor, having been selected and appointed in FY21. The appointment is approved by shareholders at the AGM annually. The current designated audit partner is Deon Storm. PwC has the policy of rotating the designated partner every five years in accordance with the Companies Act.

The external auditor carries out an annual audit of the Group's subsidiaries, in accordance with international auditing standards and reports in detail on the results of the audit both to the audit, risk and compliance committees of the Group's divisions and to the Group ARCC. The external auditor is, therefore, the main external assurance provider for the Board in relation to the Group's financial results for each financial year.

PwC has confirmed its compliance with the ethical requirements regarding independence and is considered independent with regards to the Group, as required by the codes endorsed and administered by the Independent Regulatory Board for Auditors ("IRBA"), the South African Institute of Chartered Accountants ("SAICA") and the International Federation of Accountants. As required by section 3.84(g)(ii) of the JSE Listings Requirements, the committee obtained the information listed in the JSE Listings Requirements and satisfied itself that the external auditor and audit partner, Mr Deon Storm, have the necessary accreditation and are suitable for reappointment. The committee has nominated PwC as external auditor for FY26 for approval at the AGM on 31 July 2025. The committee is also satisfied that the designated partner is not on the JSE's list of disqualified individuals.

The ARCC regularly reviews the external auditor's independence and maintains control over the non-audit services provided, if any. Pre-approved permissible non-audit services performed by the external auditors include certain taxation services. The external auditor is prohibited from providing nonaudit service, such as valuation and accounting work, where its independence might be compromised by later auditing its own work. Any other non-audit services provided by the external auditor are required to be specifically approved by the Chair of the ARCC or by the full committee if the fees are likely to be in excess of 25% of the audit fee.

Key risks

Among the items on the risk register being monitored within the Group's risk management framework, the following are currently seen as key priorities.

Technological market disruption

The Group's operations focus on the higher-value, faster growing products and services in the ICT supply chain. It is essential to anticipate the impact of the rapid technological change including Artificial Intelligence ("AI"), which is a feature of the sector.

Dependence on key vendors

The Group is dependent on certain vendors, particularly Cisco, whose products and services accounted for a significant proportion of the Group's revenue. If any one of the Group's principal vendors terminates, fails to renew or adversely changes its agreement or arrangements with the Group materially, it could significantly reduce the Group's revenue and operating profit, and thereby seriously harm the Group's business, financial condition and results of operations.

Internal technological risks – cyber security

The Group's internal systems are at risk, both from planned changes leading to business interruption and disruption by external "cyber" threats. The Group continued to face the threat of financial crime attempted by "phishing" emails, "social engineering" and ransomware attacks. The Group has high dependence on its key information systems.

Risk of failure to fund working capital needs sufficiently

The Group's business is working capital intensive; this is particularly relevant for Westcon International. Westcon International's financing facilities are utilised to finance accounts receivable and inventories. The availability of these facilities and any material changes thereto may affect the business's ability to fund its working capital requirements.

Risk of overdependence on key personnel

The Group's future success depends largely on the continued employment of its executive directors, senior management and key sales, technical and marketing personnel. Certain key employees have relationships with principal vendors and customers which are particularly important to the business of the Group. The executive directors, senior management team and key technical personnel would be difficult to replace and the loss of any of these key employees could harm the business and prospects of the Group.

MJN Njeke

Chair, Audit, Risk and Compliance Committee May 2025

Notices

Risk report continued

ARCC composition and constitution

The committee operates within defined terms of reference, as set out in its charter, which has been approved by the Board.

The ARCC charter is available on the Group's website: www.datatec.com.

The ARCC consisted of the following independent non-executive directors during FY25:

  • Johnson Njeke (Chair)
  • Deepa Sita
  • Rick Medlock (retired from the Board and ARCC on 31 July 2024)
  • Sabine Everaet (stepped down as ARCC member on 3 June 2024)
  • Colin Jones (joined the Board and ARCC on 3 June 2024)

The ARCC meets at least four times a year and the external auditors, the internal auditors, Chair of the Board, CEO, CFO, CRO and Group Legal Counsel are invited to attend.

Directors' attendance at ARCC meetings during FY25 and subsequently to the date of this report (all meetings were scheduled) is as follows:

13 March2024 21 May2024 9 July2024 21 October2024 28 January2025 19 March2025 20 May2025
MJN Njeke P P P P P P P
CRK Medlock P P A
DS Sita P P P P P P P
Sabine Everaet P P
CR Jones P P P P P

P = present

A= absent

– = not a member at the time

The principal purpose of the committee is to:

  • assist the Board in discharging its duties relating to safeguarding of assets, risk evaluation and risk management, operation of internal controls and accurate reporting to shareholders and compliance with relevant laws and regulations;
  • provide a forum for discussing business risk and control issues and for developing relevant recommendations for consideration by the Board; and
  • provide oversight of the activities of the internal audit and the external audit functions.

The committee's annual report is included in the annual financial statements on page 49 of this annual report.

The committee reviews its performance annually by means of questionnaires completed by individual committee members and attendees, which are then discussed at Board and committee meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude that it is operating effectively under the terms of reference set out in its charter.

The committee is satisfied that it has met its legal and regulatory responsibilities for the year under review and to the date of this report with respect to its terms of reference, as set out in its charter.

The Chair of the committee will be available at the AGM to answer queries about the work of the committee.

Remuneration report

Part 1 – Background statement

Introduction

On behalf of the Board of directors and the Remuneration Committee, I am pleased to present the remuneration report ("the report") for 2025.

The Remuneration Committee aims to ensure that Datatec remunerates fairly, responsibly and transparently to promote the achievement of strategic objectives and positive outcomes in the short, medium and long term (King IV Principle 14). Our committee is focused on ensuring that the remuneration structures at Datatec drive value creation for our stakeholders, with a reward framework and value proposition for our executives, which is in accordance with ethical corporate governance standards.

Linking pay to our strategy

Datatec has a comprehensive Strategic Review underway to consider options and initiatives to unlock and maximise shareholder value. The Strategic Review aims to address the persistent gap between Datatec's valuation and the inherent value of its underlying assets, while also ensuring that the Group is positioned to take full advantage of the positive market dynamics for its technology solutions and services.

In parallel, the strategy of pursuing a combination of corporate and business actions aimed at enhancing the competitiveness and profitability of our subsidiaries and operating divisions in order to enhance value remains in place.

Our remuneration policy, set out in part 2 of this report, is aligned our strategic imperatives to drive shareholder value creation.

FY25 performance and remuneration outcomes

The Group delivered excellent operational and financial performance in FY25, with Westcon International and Logicalis International both recording strong results. Logicalis Latin America has undergone a restructuring to address changing market conditions and is starting to see improvements.

The main remuneration outcomes in FY25 are as follows, set out in detail in the Implementation section in Part 3 of this report:

  • Executives received a 3% increase in basic pay for FY25;
  • Likewise, NED fees were increased by 3% and, during the year, a benchmarking exercise was undertaken to provide assurance that the fee levels are appropriate.
  • Short-term incentives ("STI") earned for FY25 were higher compared to FY24, primarily as a result of improved performance on the corporate goals;
  • The Conditional Share Plan ("CSP") awards granted in July 2022, with a performance period that ended 28 February 2025, vested at 100%, because total shareholder return ("TSR") and underlying earnings per share ("uEPS") growth target performance conditions were achieved;
  • Overall long-term incentives ("LTI") for the Datatec executives in FY25 was comparable to the previous year.

These outcomes reflect the continuing improvement in the Group's performance.

Performance and pay targets for FY26

The main remuneration targets and outlook are summarised below, set out in detail in the Implementation section in part 3 of this report:

  • Executives received a 3% increase in basic pay for FY26;
  • Likewise, a 3% increase in NED fees for FY26 is proposed subject to shareholder approval at the AGM;
  • STI the structure of the FY26 STI plan has been changed slightly from FY25, following consultation with shareholders. The weightings of the individual metrics have changed to increase the personal KPI weighting of executives aimed at closing the valuation gap in alignment with the aims of the Group's strategic review;
  • LTI
  • CSP awards will be made in line with our policy the absolute TSR performance condition will be the sole performance condition for the grant in June 2025.
  • Deferred bonus warrants ("DBW") grants of SARs will be made in June 2025 as co-investment with participants' acquisition of shares with part of their FY25 STI.

Our committee is focused on ensuring that the remuneration structures at Datatec drive value creation for our stakeholders, with a reward framework and value proposition for our executives, which is in accordance with ethical corporate governance standards.

Deepa Sita Remuneration Committee Chair

Corporate governance reports

Responsible Business reports

Financial results

Aligning remuneration to our strategic objectives

Strategic objective Short-term incentive Long-term incentive
Value generation Personal KPI for the executive directors'STI: reduce structural discount The performance condition for the wholeof the CSP vesting is absolute TSR.
Furthermore, executive share ownershiprequirements and the additional two-yearholding period post vesting for DBW,ensure shareholder alignment over thelong term.
FY24 and FY25 – DBW co-investment inthe form of SARs only benefits participantif share price increases.
Underlying earnings per share Target for 35% of STI is budget uEPS
Earnings before interest, taxation,depreciation and amortisation("EBITDA") Target for FY25 30% and FY26 25% ofSTI is budget Group Adjusted EBITDA
Other quantitative measuresaddressing current short-termpriorities Metrics addressing Westcon International,Logicalis International and LogicalisLATAM working capital.

The context in which the committee has set STI and LTI targets for FY26 flows from the strategic imperatives of the Group.

The committee believes the use of absolute TSR as a performance condition for CSP vesting will align remuneration with value creation for shareholders, and hence, decided to use this metric as the sole performance condition for CSP grants.

Motivating the drive to improve profitability remains of high importance. Therefore, the uEPS and EBITDA growth targets are key in the STI. The committee has noted that the key metric used by investors for valuing businesses in our sector is EBITDA, and hence, this metric links directly to the strategic goals.

The Remuneration Committee is satisfied that the remuneration policy has achieved its objectives in FY25, and we propose no material changes to the policy for FY26. We believe the policy and implementation set out in this report achieve an equitable alignment of shareholder and management interests.

ite or this report (together with the attendance or the committee.

Remuneration Committee constitution and operation

The role of the Committee is to assist the Board in ensuring that the Company remunerates directors and executives fairly and responsibly in alignment with the creation of long-term shareholder value and to ensure that the disclosure of director and senior management remuneration is accurate, complete and transparent. The Remuneration Committee operates in line with its charter, which has been approved by the Board.

The Remuneration Committee comprises the following independent non-executive directors:

  • Deepa Sita (Chair)
  • Maya Makanjee
  • Luis Rapparini

During FY25, Stephen Davidson also sat on the committee, until his retirement as a non-executive director in July 2024.

The Remuneration Committee's meetings during FY25 and to the date of this report (together with the attendance of the committee members) are shown in the table below:

13 March2024 22 May2024 10 July2024 22 October2024 19 March2025 21 May2025
DS Sita P P P P P P
M Makanjee P P P P P P
LC Rapparini P P P P P P
SJ Davidson (retired from Board 31 July 2024) P A P

P = present

A = absent

– = not a member at the time

The CEO and CFO may be invited to attend segments of meetings of the Remuneration Committee, but neither may take part in any decisions regarding their own remuneration.

The Remuneration Committee employs the services of specialist consultants in the field of executive remuneration to provide advice. The independent service providers used to value LTIs are: ShareForce, BDO and Deloitte. Benchmarking services are provided by Deloitte and Willis Towers Watson. The Committee is satisfied that the consultants have provided independent and objective advice and, while giving due consideration to any advice received, has made its decisions independently in accordance with its charter.

The committee is assisted in its work by the Datatec Group Chief People Officer, Dina Knight, who attends committee meetings by invitation.

The committee reviews its performance annually by means of questionnaires completed by individual committee members, which are then discussed at committee and Board meetings. These appraisals enable the committee to evaluate its effectiveness objectively and to conclude whether it is meeting its objectives as described in its charter. In FY24, Heidrick & Struggles undertook a Board effectiveness review for the Datatec Board and committees which brought an external perspective to the committee's self-assessment.

Focus areas

The committee will continue to focus its oversight on fair and responsible pay and work to ensure the implementation of pay gap reporting in line with Companies Act specifications once promulgated.

Shareholder engagement

We appreciate the strong shareholder support for our remuneration policy and implementation at the 2024 AGM. In January 2025, our annual shareholder engagement helped inform our approach as summarised on the following pages.

At the AGM on 31 July 2025, shareholders will be asked to approve our remuneration policy and the implementation report.

We remain committed to ongoing dialogue and value your continued feedback and support.

DS Sita

Chair, Remuneration Committee

May 2025

Shareholder engagement

The Remuneration Committee maintains a programme of shareholder consultation to ensure shareholders' views on remuneration are considered in the Group's remuneration policy and implementation practices.

Voting outcomes

The FY24 remuneration policy was put before shareholders for an advisory vote at the AGM on 31 July 2024 and received support from 95.7% of shares voted (2023: 93.7%).

The FY24 remuneration implementation report was put before shareholders for an advisory vote at the AGM on 31 July 2024 and received support from 96.0% of shares voted (2023: 84.7%).

If the remuneration policy or remuneration implementation is voted against by more than 25% of shareholders, a comprehensive consultation must be undertaken with shareholders in accordance with the King Code and the JSE Listings Requirements.

Consultation during FY25

In-person consultations were held with investment managers in January 2025 with Maya Makanjee, Chair of the Board and Deepa Sita, Chair of the Remuneration Committee.

Discussion point Shareholders' views Actions taken

Short-term incentives

The committee outlined its intention toincrease the weighting of the executives'personal KPI to address the structuraldiscount in the share price, also referredto as the valuation gap. Several optionsfor weightings of the STI metrics wereshared to prompt discussion withshareholders. Shareholders were supportive of theincreased weighting proposed for thevaluation gap metric. While views differedon changes to the weighting of the otherSTI metrics, a general consensusemerged during the discussions. The FY26 STI structure, as set out in theimplementation report on page 38,reflects the outcomes of this consultation.Further detail of the rationale and themethodology for measuring the STImetrics is also provided in theimplementation report.
A proposed quantitative measure for thevaluation gap for FY26 was discussed,highlighting that share price growth shouldbroadly align with earnings growth overthe financial year. There was a broad agreement that KPIsshould be defined using clear, quantitativemeasures.
Long-term incentives
No changes were proposed to the LTIs. Shareholders appreciate that TSR isthe appropriate performance conditionfor the CSP in line with the goals of thestrategic review. The LTI grants for FY26 are planned to beunder the same terms as FY25.
The two-year holding period applicableto the DBW is also appreciated.
Pay gap reporting
Proposals and forthcoming CompaniesAct amendments relating to pay gapreporting were discussed, withconfirmation that the Company isprepared to disclose the requiredinformation once implementation dates arefinalised Shareholders understood that the data willcover all South African employees of theGroup (in Datatec Head Office, Westconand Logicalis South African operations). Inaddition, the remuneration of the CEO andCFO, as executive directors, will beincluded recognising their internationalremit. Further information on fair and responsiblepay is given in the policy on page 20.
Benchmarking of NED fees
The committee Chair reported that abenchmarking exercise had been carriedout, comparing NED fees with a peergroup, which indicated fees are in line withinternational norms. Shareholders welcomed the externalbenchmarking exercise, and no concernswere raised about the level of NED fees. More detail on the benchmarking exerciseis provided in the implementation reporton page 35.
Other matters discussed with shareholders
Other topics discussed included the implementation of the South African Companies Act amendments and their potential impact on

remuneration committees and reporting of remuneration.

Shareholders and the committee both value the consultation process which has been maintained for a number of years now and will continue with further engagement in the next financial year.

DATATEC 2025 Annual report 19

Part 2 – Remuneration policy

Objectives of the policy

The objectives of the remuneration policy are to:

Set remuneration levels toattract and retain top localand international talent todrive business performance. Recognise and rewardsuperior performance when itis delivered. strategic priorities.

Align employee efforts with key business goals and strategic priorities.

Align employees' and shareholders' interests. To support long-term value creation.

Align employees' remuneration with the goals and outcomes of the Strategic Review.

To achieve these objectives, Datatec applies this remuneration policy to align its executives and managers with the Group's strategic goals and reward them in a manner that reflects market dynamics and the operational context. The Group actively manages its principal divisions, Westcon International, Logicalis International and Logicalis Latin America and applies the remuneration policy throughout the Group.

The policy section of this report provides a high-level overview of the remuneration framework and design principles applicable to all employees, with a focus on Datatec executives.

The implementation section of this report provides detailed disclosures relating to the Datatec executive directors.

Key principles

Key principles of the remuneration policy are to:

Reward all employeesappropriately for theircontribution to theGroup's operating andfinancial performance. Apply fair andresponsible paypractices consistently toall employees across theGroup. Foster a shared sense ofpurpose withshareholders. Consider theinternational ICTindustry, market andcountry benchmarks toensure the Group'sremuneration remainscompetitive in keyregions in which theGroup operates,particularly the US,Brazil and the UK. Ensure that a significantproportion of executivedirector and seniormanager remuneration isperformance-based. Balance theperformance-basedremuneration betweenthe achievement ofshort-term results andlong-term strategicobjectives.

Fair and responsible pay

The Group remains committed to transparent gender pay reporting as part of its broader focus on fairness, inclusion, and accountability. We will continue to prepare for forthcoming legislative changes and ensure that disclosures are clear comprehensive, and aligned with shareholder expectations. Remuneration is structured around three core components: Including, base salary and benefits, short-term and long-term incentives. Each is designed to align with Datatec's strategic objectives.

Aligning remuneration to our strategic objectives

Share-based remuneration plans with performance targets. Two share-settled Group plans are used, namely:

  • CSP a performance share plan; and
  • DBW a portion of the bonus is deferred and used to acquire shares, and the Company contributes a coinvestment in the form of share appreciation rights ("SARs"). Both of these elements are forfeitable - see structural overview of LTI later in this section.
Strategic objective Short-term incentive Long-term incentive
Description and policy
Base salary and benefits,including retirement and medicalscheme contributions. Annual bonus plan withperformance targets, subject todeferral as explained below.
detail below.
FY25.
Eligibility
All employees Group executives participate in anannual STI plan. Divisional participate in the Datatec CSP.
management participate in STIplans aligned to divisional andpersonal targets. Non participate in the DBW.
management employees typicallyreceive lower levels of STIs based
more on personal targets ratherthan on corporate goals.

A number of cash-settled share-based remuneration plans are operated in divisions. These are explained in further detail below.

Management incentive plans ("MIPs") were introduced for senior management of Westcon International and Logicalis International in FY24. A MIP was introduced for the senior management of the Mason Advisory business in early FY25.

Datatec Group executives and select management participate in the Datatec CSP.

Executive directors and two other senior managers participate in the DBW.

Senior management of Westcon International and Logicalis International participate in their divisional MIPs.

The second tier of senior management in Westcon International and Logicalis International participate in SARs programmes. The senior management of Logicalis Latin America has a similar two-tier structure of LTI which is under review in FY25.

Corporate governance reports

Responsible Business reports

Base salary

The purpose of the base salary is to provide a fixed income to individuals, which is subject to annual review by the Remuneration Committee. In addition to this, executive directors and senior executives are entitled to various employment benefits, such as defined contribution pension, medical insurance, and death and disability insurance. These benefits are determined by the level of base salary received by the executive.

To ensure that the base salary levels for executives are fair and competitive, the Company conducts benchmarking exercises using databases of pay levels in comparator companies, provided by third-party advisers. The comparator companies used are appropriate for the role being benchmarked. As an example, the role of a regional CEO in a subsidiary division is benchmarked against subsidiaries of international groups in that region, while divisional CEOs are benchmarked against international corporations.

During these benchmarking exercises, the median pay of the comparator group is used as a guide for determining the pay of the executive concerned. These exercises are typically conducted when executive roles change or new appointments are made and when internal corporate restructuring is undertaken. While routine annual benchmarking is not automatic, the Remuneration Committee conducts reviews when there are material changes in role, scope, or market conditions to ensure fairness and competitiveness without contributing to upward pay pressure.

Short-term incentive

Structural overview:

Bonus formula The STI is calculated as a percentage of base salary and is determined by a weighted score ofpersonal and corporate performance using the following formula:
Base salary x On-Target STI percentage x [(personal score x personal weighting) +(corporate score x corporate weighting)]
On-target STIpercentage CEO: 175%CFO: 95%
Potential outcomes for the STI in relation to base salary are illustrated in the scenarioanalysis on page 40.
Weightings betweencorporate and personalperformance measures The weighting between corporate and personal performance is reflective of the participants' seniorityand the following weightings apply:• Executive directors and senior management: 75% to 85% corporate and 25% to 15% personalweighting. The exact weighting is determined by the Remuneration Committee at the start of eachfinancial year and is reported in the Implementation Section.• For other management tiers we typically use a weighting of 50% corporate and 50% personal goals.
Target setting Each element of the bonus is based on the achievement of a target: if that target is reached the bonuselement is described as "on-target". The Remuneration Committee establishes the target and a rangearound the target demarcated by guard-rails, such that the bonus for each element is capped if theupper guard-rail is reached. Below the lower guard-rail, zero bonus is earned and at the lowerguard-rail 40% of on-target bonus is earned. Between the guard-rails and the on-target position thebonus outcome is obtained by linear interpolation.
The on-target bonus levels in relation to base salary for the executive directors are set out in the tablebelow.
STI as a percentage of base salary
On-target STI Maximum STI (cap)
CEO 175% 250 %
CFO 95% 145 %
The metrics used and STI outcomes for FY25 are shown in the implementation report onpage 29. Potential outcomes for FY26 STI in relation to base salary are illustrated in thescenario analysis on page 40.
Delivery of the STI(applicable to executivedirectors and seniorGroup executives) The STI is partly delivered in cash and partly in shares, which are deferred into the DBW plan withminimum of 20% of the STI is deferred into shares when STI achievement exceeds 50% of target, Nodeferral applies if STI is below this threshold.

Long-term incentive

Group plans – structural overview:

Deferred bonus warrants Conditional share plan gov
Instrument The deferred STI is in the form of shares, which willbe held in escrow for the benefit of participants.The Company co-investment is awarded as SARs.The SARs will be awarded at market value using thesame price applicable to purchase the deferredshares. Conditional rights to shares are subject toperformance vesting conditions ernCoancrpoe rratepoerts
Eligibility Executive directors (CEO and CFO) and two seniorGroup executives, provided the minimum STI levelsare achieved as indicated above Executive directors, Group executives and staff
Allocation levels The mandatory deferral percentage in the DBW(if the bonus exceeds 50% of target) is 20%.The maximum deferral percentage is 50%.The number of SARs to be awarded is based onan actuarial calculation of their value relative to thecurrent share price. The quantum of awards is based on annual basesalary and the face value of awards, which is thecurrent Datatec share price (using a 30-day volumeweighted average price) as follows:• CEO – 150% x base salary;• CFO – 120% x base salary;• Datatec Group executives and staff – range from100% to 50% of base salary. BusResineponssrepsibortles
PerformanceOne year, aligned with the STI performance, asperiodexplained above. Hence, the performance period isthe financial year ending prior to the grant date. Three years (aligned with the vesting period)
Vesting period Three years.
Accrual period forIFRS 2 purposes Four years Three years Fin
Additional holdingperiod. A holding period of two additional years will followthe vesting period of three years for the shareelement.The SARs are subject to a four-year exercise period resancultsial
commencing on the vesting date and will be subjectto a two-year holding period post vesting.
Performanceconditions No performance conditions apply, but performanceis an entry qualification requirement. Furtherperformance alignment via share price appreciationbefore the SARs will be exercisable. Performance conditions apply to the grants.At the end of the three-year performance period,the performance conditions are tested and if met,awards are share-settled, vesting on a slidingscale between 50% at threshold and 100% atthe upper target. andrefNoticeere
Dividends Dividends will accrue on the shares purchased byparticipants using their STI and these dividendsmust be taken in the form of shares (provided theCompany offers a scrip alternative), while the sharesare held in escrow to the end of the holding period. No dividends accrue on the CSP awards during thethree-year performance period. snces
No dividends will accrue on the SARs during theexercise period.
Plan and individuallimits The DBW is non-dilutive to shareholders as it mustbe settled by purchasing shares on the market. The maximum number of new shares which canbe issued to participants to settle obligations underthe CSP is 7.4 million shares.
The maximum number of shares which can bedelivered to any individual participant in the CSP is6.0 million shares. This limit will increase in the eventof corporate actions such as special dividendswhich affect total shares in issue.
Termination ofemploymentprovisions - "badleaver" Deferred bonus warrantsConditional share planIf an executive director resigns from the Company or is terminated for fault, i.e. dismissal on grounds ofmisconduct, proven poor performance, dishonest or fraudulent conduct ("bad leaver"), all unvested LTIawards are forfeited. This includes DBW bonus shares (the employee's deferred STI element) and the coinvestment from the Company awarded in the form of SARs within the three-year vesting period. In addition,such executives will be required to repay all dividends (pre-tax value) earned from the award date under theDBW.
Termination ofemploymentprovisions - "goodleaver" executive director / employee who is a participant in the LTI plans:The participant will retain all the DBW BonusShares which have not yet vested becausethese were earned in a prior year and representa part of a previous bonus which has beendeferred. The participant will retain a portion ofthe DBW SARs which have not yet vested. Theproportion will be determined pro rata, relativeto the time of the vesting period which haselapsed up to the termination date. Theterminated executive will continue to hold thereduced number of awards until the vestingdate, when they will vest along with the othergrants, in accordance with the rules of thescheme, if the relevant performance conditionsare satisfied. If termination is at the Company's instigation and not for fault ("good leaver"), the following will apply to theThe participant will retain a portion of CSP awards whichhave been granted but have not yet vested. Theproportion will be determined pro rata, relative to thetime of the vesting period which has elapsed up to thetermination date. The terminated executive will continueto hold the reduced number of awards until the vestingdate, when they will vest along with the other grants, inaccordance with the rules of the scheme, if the relevantperformance conditions are satisfied.

CSP performance condition

The committee has determined that a single performance condition relating to TSR is appropriate given the Group's strategic review which prioritises value creation/realisation as the overriding objective. The performance condition is that the absolute TSR must equal the Group's weighted average cost of capital ("WACC") as the threshold for 50% vesting. To achieve the target for 100% vesting the TSR must exceed the Group's WACC plus 2%. The calculation is done over the three-year performance with the WACC at the start of the period (and the 2% uplift) both being compounded to set the threshold and target. Between the threshold and target, linear interpolation will be used to establish the extent of vesting between 50% and 100%. There is no over-performance vesting if the target is exceeded.

Divisional long-term incentives

The Group's divisions operate share-based incentive schemes to incentivise management to generate value in the divisional entities.

All divisional incentive schemes are cash-settled and based on the notional value of the division, not Datatec shares.

• Westcon International

– In FY24, Westcon International implemented a management incentive plan termed the Westcon International Long-Term Incentive Plan ("WILTIP") which is described below. In addition, a new SAR Scheme similar to the original SARs Scheme above was initiated for the next tier of senior management.

• Logicalis International

– In FY24, Logicalis International implemented a management incentive plan termed the Logicalis International Long-Term Incentive Plan ("LILTIP") which is described on the right for the senior management team. The existing Logicalis International SAR Scheme for the next tier of senior management will continue.

• Logicalis Latin America

– Logicalis LATAM operates a CSP for senior management and a SAR Scheme for the next tier of senior managers. The feasibility of introducing an incentive plan for management appropriate for the local market is currently being investigated.

These schemes are accounted for under IFRS 2 Share-based payment ("IFRS 2"). Details of the operation of the subsidiary division share schemes, including grants, exercises and lapses during FY25 and the prior year, are included in Note 2 to the consolidated annual financial statements.

Management incentive plans implemented in subsidiaries: Logicalis International Long-Term Incentive Plan and Westcon International Long-Term Incentive Plan

Logicalis International implemented the LILTIP on 3 March 2023 following a corporate restructuring. An intermediate holding company called Logicalis International Group Holdings Limited ("LIGHL") was inserted and is owned by Logicalis Group Limited ("LGL"). The Logicalis International senior management purchased 5.26% of the ordinary equity of LIGHL and LGL holds the remainder. A further 1.04% of the ordinary equity is available for purchase by management up to a total limit of 6.3%. A fixed return equity instrument (inter-company loan note) was issued to Logicalis Group Limited in addition to its ordinary equity.

Westcon International implemented the WILTIP on

1 September 2023 following a corporate restructuring. An intermediate holding company called Westcon International Group Holdings Limited ("WIGHL") was inserted and is owned by Westcon International Ltd ("WIL"). The Westcon International senior management purchased 5.0% of the ordinary equity of WIGHL and WIL holds the remaining 95%, with 1% earmarked for potential management participation in future. A fixed return equity instrument (inter-company loan note) was also issued to WIL. Datatec continues to own a 92.1% shareholding in WIL with TD Synnex as the minority shareholder.

US$ million LIGHL WIGHL
Ordinary equity 50 118.5
Fixed return instrument 200 450
Total equity 250 568.5

During FY25, Mason Advisory also implemented a management incentive plan with a similar structure to the Westcon and Logicalis plans outlined above. The divisional management teams will only realise their investment at the same time as Datatec does through a value realisation event.

The executive directors of Datatec do not participate in any divisional schemes.

Exceptional incentive awards

In addition to the three elements of remuneration noted above (base salary, and short-term and long-term incentives), the Remuneration Committee may, in rare highly exceptional circumstances, award discretionary bonuses to management to recognise significant value creating transactions which generate exceptional value for shareholders. In such rare circumstances, any such awards would be preceded by consultation with major shareholders.

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Notices

Shareholding guidelines

The Board has set out shareholding guidelines for executive directors whereby, in line with best practice, a shareholding with a market value of twice annual base salary should be held. The LTIs are intended to enable new executive directors to achieve this shareholding guideline over time. Both executive directors' shareholdings are compliant with this guidance at 28 February 2025 and at the date of this report.

Directors' service contracts

The employment contracts of executive directors are terminable at six months' notice by either party and contain contractual provisions for payment on termination covering the guaranteed package but no commitment relating to STI. The termination rules applicable to the LTIs are disclosed in the LTI section above.

All non-executive directors have letters of appointment with Datatec Limited. Under these contracts, non-executive directors retire in accordance with the Memorandum of Incorporation of the Company, which is at least every three years. Retiring directors may offer themselves for re-election.

Malus and clawback policy

The Board instituted a malus and clawback policy with effect from 1 March 2020, which was subsequently revised during FY23. The policy is based on a range of possible triggers, as follows:

  • Material restatement of the Company's financial results caused by material non-compliance with financial reporting requirements, including fraud, wilful negligence and misrepresentation;
  • Errors in the calculation of STI or LTI;
  • Material failure of risk management;
  • Action or conduct of a participant which, in the reasonable opinion of the Board, amounts to serious misconduct or gross negligence; and
  • Fraud, action or conduct of a participant which, in the reasonable opinion of the Board, amounts to serious dishonesty or breach of trust.

As the restatement of annual financial statements is a published event, the first trigger of the malus and clawback policy is welldefined and the process of clawing back STI and LTI, which had been based on the annual financial statements before restatement, will be transparent. Similarly, the calculation of STI and LTI is explained in this remuneration report annually so errors should be readily identified and would be transparently corrected under the policy.

The other triggers noted above account for eventualities other than those which cause a restatement of annual financial statements, which could inflict reputational damage on the Company. The committee believes it would be the Board's fiduciary responsibility to address such matters and incorporating them into the malus and clawback policy will facilitate appropriate measures to be taken in the event of the Company suffering reputational damage through the fault of executives.

Discretion

The remuneration policy set out in this Part 2 of the remuneration report sets out the methodology, metrics and principles, which will be used to determine the remuneration of Datatec directors and executives. It is not intended that there should be any departure from the policy in FY25.

However, the Remuneration Committee notes that exceptional circumstances can arise, which make it expedient for the committee to retain the ability to exercise discretion in responding to exceptional situations. It also notes that the STI is discretionary and the Board may exercise its fiduciary duty to override the outcome of the financial and personal metrics in exceptional circumstances of malfeasance by an executive – see clawback and malus policy adjacent.

While the committee does not anticipate deviations from the policy, in FY25 it reserves the right to apply a discretion in exceptional circumstances and will report any such use transparently. Any material policy changes will only be made following shareholder consultation.

External appointments of executive directors

Subject to the approval of the Board, executive directors are permitted to hold a directorship in one non-Group listed company and to retain the fees payable from such an appointment.

Non-executive directors' remuneration

The fee structure for non-executive directors, including the Chair, is recommended to the Remuneration Committee by executive management. It is periodically reviewed, based on market benchmarking studies prepared by external advisers, using data from comparable companies and taking account of the international nature of the business.

Non-executive directors' fees are disclosed in the remuneration implementation section of this report and are presented for shareholder approval at the AGM. Non-executive directors do not participate in any Datatec share incentive plans.

The Chair's fee covers her role on the Board and its committees and attendance at subsidiary Board meetings and shareholder meetings as required. Other non-executive directors receive a fee for their Board role plus fees as members/chairs of individual committees.

The terms and conditions of appointment of non-executive directors are available on request from the Company Secretary.

Part 3 – Remuneration implementation

3.1 – FY25 Remuneration

Basic pay adjustments

The basic pay for the executive directors increased by 3% for FY25, as disclosed and explained in the FY24 remuneration report.

Short-term incentives

The FY25 STI bonus structure comprised Company and individual performance targets. The outcome is set out in the tables on page 29.

The committee assessed achievement against the personal KPI goals as shown in the table below:

ESG – predominantly E-environment KPI (target 10%) – the committee reviewed the performance against the targets set out in the FY24 remuneration report, using feedback provided by the Responsible Business team as follows:

Target per FY24 remuneration report Achievement
Datatec net-zero tracking: Report year-on-yearimprovements or carbon reduction figures in the annualand integrated report, as required by Science-BasedTargets Initiative ("SBTi"). 2.0% Data collection was complete and the expectation at thetime the committee evaluated this metric was that theGroup's Scope 1 and 2 carbon emissions have reducedapproximately 12% in FY25, therefore, this componentwas assessed as achieved. 2.0%
UN Global Compact communication on progress:Publish the annual communication on progress report(CoP), demonstrating Datatec's commitment tosustainability in labour, human rights, the environmentand anti-corruption. 2.0% The annual communication on progress report waspublished on 26 July 2024, therefore, this componentwas assessed as achieved. 2.0%
EcoVadis: Improve the Datatec sustainability rating onEcoVadis, which evaluates the Group's environmental,social and ethical practices. 2.0% The 2024 EcoVadis score declined to 37 from 38 in theprior year. An explanation provided to the committeeshowed mitigating circumstances but it was decided toassess this component as not achieved. 0.0%
Task Force on Climate-Related FinancialDisclosures ("TCFD") Report: Perform a quantitativeanalysis of the financial impacts of climate-related risksand opportunities on Datatec. The financial analysis willbe a central pillar of future TCFD disclosures, enablingstakeholders to assess Datatec's climate-relatedresilience better. 2.0% A project had been undertaken with ERM (externalconsultants) to perform quantitative analysis of principalphysical climate risks for disclosure in FY25 TCFDreport. The final results had been reported on 16 Mayand, therefore, this component assessed as achieved. 2.0%
EU Corporate Sustainability Reporting Directive("CSRD") readiness: analyse and plan for theupcoming mandatory CSRD reporting requirements.This proactive approach will ensure Datatec is fullyprepared to submit its first CSRD report in 2026, asmandated by the European Union. Eligible Logicalis International and Westcon entities'deadline was delayed by two years by the EU; we arenow due to report for the first time in FY29 on FY28data. Both Logicalis International and Westconundertook double materiality assessments in FY25according to CSRD criteria, in preparation for theprevious deadline and therefore this component wasassessed as achieved.
2.0% 2.0%
ESG - total target 10.0% Achievement 8.0%

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Reduce structural discount KPI (target 10%) – the committee reviewed the performance against the target set out in the FY24 remuneration report, being: initiatives to achieve value generation during FY25 to which the Remuneration Committee will apply a quantitative assessment when evaluating the level of achievement.

It was noted that, during the year, management undertook a number of initiatives aimed at value generation and widening awareness of Datatec and its investment case. These initiatives included: share repurchase programme, appointment of a new financial PR advisor to support external communication initiatives; and admission to the US OTC QX platform.

To assess the achievement quantitatively, the committee compared the TSR achieved in FY25 of 28.4% to a notional target of 20% and approved an achievement of 14.2% in relation to the weighting for this metric of 10% (28.4%achievement / 20.0% target x 10% weighting).

Reduce structural discount - target 10.0% Achievement 14.2%
The total achievement of the personal KPI section was therefore 22.2% (target 20%)
Personal KPIs - total target 20.0% Achievement 22.2%

FY25 bonus outcome

1) Underlying earnings per share US cents Bonus Weighting Outcome
Lower guard-rail -12% 23.0 40%
On target Budget 26.1 100%
Upper guard-rail 14% 29.2 160% 35.0% 56.0%
Actual 30.5 160%
2) Adjusted EBITDA US$million Bonus Weighting Outcome
Lower guard-rail -14% 200 40%
On target Budget 232 100%
Actual 246 125% 30.0% 37.8%
Upper guard-rail 14% 265 160%
3a) Westcon International working capital – net working
capital days Days Bonus Weighting Outcome
Lower guard-rail 10% 16 40%
On target Target 14 100% 5.0% 8.0%
Upper guard-rail -10% 13 160%
Actual 4 160%
3b) Logicalis International working capital – operating cashconversion US$million Bonus Weighting Outcome
Lower guard-rail -20% 51.3 40%
Actual 52.5 46%
On target Target 64.1 100% 5.0 % 2.3%
Upper guard-rail 20% 76.9 160%
3c) Logicalis LATAM working capital – operating cashconversion US$million Bonus Weighting Outcome
Lower guard-rail -20% (0.8) 40%
On target Target (0.7) 100%
Upper guard-rail 20% (0.6) 160% 5.0% 8.0%
Actual 11.9 160%
4) Personal KPIs – CEO and CFO Weighting Outcome
ESG 10%
Reduce structural discount 10% 20% 22%
Total on-target bonus 100% 134.3%
3c) Logicalis LATAM working capital – operating cashconversion

The achievement of the targets set out above translated into the following bonus payment for FY25. The executive directors are required to defer a mandatory minimum of 20% of their FY25 bonus into the DBW (the final STI disclosed below includes the mandatory deferral percentage). See section Deferred bonus warrants to be awarded during FY26 for details.

Executive director Base salary(A) On-targetbonus rate(B) Weightedcorporatescore(target 80%)(C) Weightedpersonalscore(target 20%)(D) Final STI(A x B x (C + D))
Jens Montanana 1 310 160 175% 112.1% 22.2% 3 079 369
Ivan Dittrich 578 654 95% 112.1% 22.2% 738 313

The targets and outcomes of the annual bonuses of the executive directors for FY25, shown as a percentage of base salary and split by the bonus elements, are illustrated below.

Datatec Group long-term incentives awarded during FY25

The annual grant of CSP awards was made on 18 June 2024 following approval by the Remuneration Committee. The awards will vest after three years subject to the Group meeting certain performance conditions set by the Remuneration Committee. One performance condition was applied to the FY25 award in line with the policy communicated in the FY24 remuneration report, namely:

Performance condition Threshold – 50% vesting Maximum – 100% vesting
The TSR growth will be calculated based on theCompound Annual Growth Rate ("CAGR") accordingto the following formula: TSR must exceed the Company'sWACC over the three-yearperformance period. At 29 February2024, the WACC was 11.1% perannum which is 37.1%compounded over the three-yearperformance period. TSR must equal or exceed theCompany's WACC +2% over thethree-year performance period. Thisis 13.1% per annum which is 44.7%compounded over the three-yearperformance period.
Where:• V(t0) is the average TSR index for the 30 tradingdays up to and including 27 May 2024, the dateof the FY24 results announcement• V(t) is the average TSR index for 30 trading daysup to and including the date of the FY27 resultsannouncement;• t0 is the start date, i.e. commencement of theperformance period: 27 May 2024;• t is the test date, i.e. end of the performanceperiod: the date of the FY27 resultsannouncement; and• The difference between the dates is expressed in

terms of years

Linear vesting applies between threshold and maximum levels.

30 DATATEC 2025 Annual report

Executive directors' CSP awards are as follows:

Number of awards - movement in 2025 Fair value of awards
CSP Grantdate 29February2024 Granted Vested Lapsed 28February2025 On grantUS$'000 Ongrantas %ofbasepay Onvesting 28February2025US$'000 US$'000 US$'000 29February2024
JP Montanana 1-Jun-21 834 034 — (834 034) 1 094 91 1 733 1 764
1-Jul-22 713 605 — 713 605 1 261 105 1 884 1 006
1-Jun-23 1 008 933 — 1 008 933 1 908 150 1 776 1 422
18-Jun-24 — 976 415 — 976 415 1 965 150 1 718
2 556 572 976 415 (834 034) — 2 698 953 5 378 4 192
IP Dittrich 1-Jun-21 294 692 — (294 692) 387 73 612 623
1-Jul-22 252 142 — 252 142 446 84 666 355
1-Jun-23 356 490 — 356 490 674 120 627 503
18-Jun-24 — 344 999 — 344 999 694 120 607
903 324 344 999 (294 692) — 953 631 1 900 1 481

The fair value of the CSP awards granted during FY25 at date of grant (18 June 2024) was R36.99 (FY24: R36.36) per award being the 30-day volume-weighted average share price on the day the Group's FY24 results announcement. The fair value at 28 February 2025 is based on the 30-day volume-weighted average share price on 28 February 2025, R49.40 (FY24: R40.56) multiplied by an estimate of the performance conditions being achieved. The 2021 awards vested in full in June 2024.

For the 2022 awards, the fair value at 29 February 2025 assumes that the awards will vest in full as the performance condition targets are expected to be achieved. For the 2023 and 2024 awards, the fair value assumes 67% vesting of the awards, i.e. that the performance condition targets will only be 67% achieved. The actual value of any benefit received by the directors from these CSPs will be reported in future remuneration reports when the awards vest.

DATATEC 2025 Annual report 31

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Deferred bonus warrants awarded during FY25 based on FY24 STI outcomes

Executive directors deferred part of their FY24 bonuses under the terms of the DBW. The deferred part of the FY24 bonus was used to purchase Datatec shares "bonus shares" which will be held in escrow until vesting. In accordance with the policy, an equal co-investment from the Company was applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred. The number of SARs awarded was determined by the Remuneration Committee based on an estimate of the fair value of the SARs at the date of grant in relation to the market value of a Datatec share.

Bonus shares purchased and the SARs granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30 June 2027. In addition, there is a two-year, post-vesting holding period which applies to the bonus shares and any shares arising from exercise of the SARs within two years of vesting.

DBW FY25 grantdate % US$'000 Amount of bonus deferred Bonus sharespurchasedUS$'000 SARs grantedUS$'000 Fair value ofawards ongrantUS$'000
JP Montanana 7-Jun-24 36.0% 1 006 1 006 1 006 2 012
IP Dittrich 7-Jun-24 20.0% 134 134 134 268
DBW FY24 grantdate Amount of bonus deferredUS$'000% Bonus sharespurchasedUS$'000 SARs grantedUS$'000 Fair value ofawards ongrantUS$'000
JP Montanana 1-Jun-23 29.4% 473 473 473 946
IP Dittrich 1-Jun-23 22.1% 85 85 85 170

The number of shares to be purchased was calculated based on the Rand value of bonus deferred divided by R36.99 (FY24: R36.36) being the 30-day volume-weighted average share price on 27 May 2024, the date of the Group's FY24 results announcement. The bonus shares granted in terms of the DBW plan are subject to an employment condition and only vest with the participant if they remain in employment with the Company for approximately three years to the vesting date on 30 June 2027 during which time they are held in escrow accounts for each participant. These bonus shares are included in the directors' shareholdings shown in Note 30 to the financial statements.

Under the Rules of the DBW, dividends paid on the bonus shares during the vesting period must be taken as scrip distributions (if the Company provides a scrip alternative). The value of the scrip distribution received by the directors who are participants in the DBW during FY25 are as follows:

Dividends on DBW bonus shares FY25US$'000 FY24US$'000
JP Montanana 128 63
IP Dittrich 21 12
JP Montanana 128 63
IP Dittrich 21 12

SARs in respect of Datatec ordinary shares were granted in terms of the DBW plan on 7 June 2024 with a grant price of R36.99 (FY24: R36.36) per SAR being the 30-day volume-weighted average share price on 27 May 2024, the date of the Group's FY24 results announcement. The SARs granted to the directors were as follows:

Number of awards - movement in 2025 Fair value of awards
DBW SARs Grant date GrantpriceZAR 29February2024 Granted Vested Lapsed 28February2025 On grant 28February2025US$'000 US$'000 US$'000 29February2024
JP Montanana 15-Aug-22 27.75 1 411 860 — 1 411 860 624 1 633 943
1-Jun-23 36.36 1 000 000 — 1 000 000 473 697 668
7-Jun-24 36.99 — 1 500 000 — 1 500 000 1 006 996
2 411 860 1 500 000 — 3 911 860 2 103 3 326 1 611
IP Dittrich 15-Aug-22 27.75 279 701 — 279 701 124 324 187
1-Jun-23 36.36 180 212 — 180 212 85 126 120
7-Jun-24 36.99 — 199 812 — 199 812 134 133
459 913 199 812 — 659 725 343 583 307

.

DATATEC 2025 Annual report 33

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Deferred bonus plan

The deferred bonus plan ("DBP") was discontinued in FY22 after executive directors deferred part of their FY21 bonuses under the terms of the DBP in June 2021. In accordance with the policy, a co-investment equal to the amount of deferred bonus was provided by the Company and the total amount was applied to purchase Datatec shares in accordance with the policy. During FY25, the DBP awards from June 2021 vested at the end of the three-year employment period.

Single-figure remuneration of executive directors

During FY25, non-executive directors received the following fees:

CEO
FY25 FY24 FY25 FY24
Component US$'000 US$'000 US$'000 US$'000
LTI CSP 1 884 1 764 666 623
DBW SARs 1 633 324
Total LTI 3 517 1 764 990 623
STI Cash 3 079 1 790 738 536
Deferred 1 006 134
Total STI 3 079 2 796 738 670
Pension 214 214 87 84
Benefits 47 50 40 39
Base salary 1 310 1 272 579 562
Guarantee package 1 571 1 536 706 685
8 167 6 096 2 434 1 978

LTI CSP

The remuneration from the CSP shown for FY26 is the fair value of the award expected to vest because the performance conditions for the June 2022 CSP grant are expected to be met. Fair value is calculated using the 30-day vwap of Datatec shares as at 28 February in each year.

DBW

The value of the SARs granted by the Company in respect of FY25 and FY24 bonuses deferred by the directors is not included in the single-figure remuneration table. The intrinsic value of these SARs will be reported in the single-figure remuneration table for the financial year preceding their vesting. The intrinsic value of the SARs granted by the Company in respect of FY23 bonuses is included in the FY25 column above because these SARs will vest in FY26 (June 2025).

STI

The STI shown above is split between the element deferred into the DBW and the element paid in cash after publication of the Group results.

Non-executive executive directors' remuneration

During FY25, non-executive directors received the following fees:

Role FY25 feeUS$ FY24 feeUS$
Chair of the Board (total fee inclusive of all committee and subsidiary Board work) 231 069 224 338
Non-executive director 72 998 70 872
Chair of the Audit, Risk and Compliance Committee 36 488 35 425
Member of the Audit, Risk and Compliance Committee 18 244 17 713
Chair of the Social and Ethics Committee 12 163 11 808
Member of the Social and Ethics Committee 6 081 5 904
Chair of the Remuneration Committee 18 244 17 713
Member of the Remuneration Committee 9 127 8 862
Member of the Nominations Committee 6 081 5 904
Chair of Datatec Technology and Education Foundation 13 757 13 356
These fees were approved by shareholders at the AGM on 31 July 2024. An increase of 3% is proposed for FY26 (the year ending

28 February 2026) and the proposed fees for FY26 will be submitted to the 2025 AGM for shareholder approval.

Non-executive directors are reimbursed for travel costs necessary for attending Board meetings and do not receive any employment benefits.

Benchmarking of non-executive directors' remuneration

During FY25, the remuneration committee commissioned Deloitte LLP to undertake an independent benchmarking exercise of nonexecutive directors' fees, using an international comparator group of technology sector companies. The review noted that the base fee for non-executive directors was positioned slightly below the median of this group. As committee fees were less common within the international comparative group, UK and South African comparators across all sectors were also used to provide broader reference points.

It was concluded that the committee fees were broadly aligned with median levels, except for Audit, Risk and Compliance Committee (ARCC) fees, which were above the median for audit committees in the comparator companies. The committee considered the higher ARCC fees to be appropriate given the level of responsibility involved, particularly due to the inclusion of risk within the ARCC's remit.

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Summary of directors' remuneration

The remuneration of directors serving on the Board in FY25 and FY24 is shown in the following tables:

2025
Guaranteed package
BasicsalaryUS$'000 PensionUS$'000 Otherbenefits*US$'000 FeesUS$'000 STIUS$'000 LTIUS$'000 TotalUS$'000
Executive directors
JP Montanana 1 310 214 47 3 079 3 517 8 167
IP Dittrich 579 87 40 738 990 2 434
Total executive directors 1 889 301 87 3 817 4 507 10 601
Non-executive directors
SJ Davidson (retired 31 July 2024) 42 42
S Everaet 87 87
CR Jones (appointed 3 June2024) 68 68
M Makanjee 245 245
CRK Medlock (retired 31 July2024) 38 38
MJN Njeke 122 122
LC Rapparini ** 188 188
DS Sita 116 116
Total non-executive directors 906 906
Total directors' emoluments 1 889 301 87 906 3 817 4 507 11 507
2024
Guaranteed package
Basic salaryUS$'000 PensionUS$'000 Otherbenefits*US$'000 FeesUS$'000 STIUS$'000 LTIUS$'000 TotalUS$'000
Executive directors
JP Montanana 1 272 214 50 2 796 1 764 6 096
IP Dittrich 562 84 39 670 623 1 978
Total executive directors 1 834 298 89 3 466 2 387 8 074
Non-executive directors
SJ Davidson 101 101
S Everaet 30 30
M Makanjee 238 238
JF McCartney (retired 27 July2023) 32 32
CRK Medlock 89 89
MJN Njeke 121 121
LC Rapparini ** 194 194
DS Sita 103 103
Total non-executive directors 908 908
Total directors' emoluments 1 834 298 89 908 3 466 2 387 8 982

* Other benefits include private medical insurance, permanent health insurance, life assurance and fuel for private vehicle.

** Fees paid to LC Rapparini include: Datatec NED fees US$ 82 000 (FY24: $ 80 000) paid by the Company plus Logicalis LATAM ARCC Chair and Board committee fees US$ 106,000 (FY24: US$ 114 000) paid by Logicalis LATAM.

Note: the non-executive directors' fees shown above exclude VAT.

3.2 – FY26 Remuneration

Basic pay adjustments

For FY26, the Remuneration Committee has approved an increase of 3% in the basic pay for the executive directors, noting that this increase is in line with the minimum awarded to Datatec head office staff. The increase is also in line with the US Consumer Prices Index ("CPI") rate of inflation during FY25, which was 2.80%.

Non-executive directors' fees

For FY26, an increase of 3% in non-executive directors' fees and Board committee fees is proposed for shareholder approval at the AGM.

Short-term incentives

FY26 metrics:

The committee has adjusted the STI performance metrics following consultation with shareholders (see part 1 of this report).

Corporate financial goals: the same metrics as in prior years have been deployed in FY26, namely underlying earnings per share, Adjusted EBITDA and separate cash management/working capital targets metrics for each of Westcon International, Logicalis International and Logicalis Latin America reflecting the working capital metrics included in the STI of management of the three divisions. For FY26 these corporate financial goals constitute.

Personal goals (KPIs) for the executive directors for FY26 are as follows:

ESG – predominantly E – environmental to be assessed by achievement against the Responsible Business development timeline planned achievements for FY26:

  1. Datatec net-zero tracking: Report year-on-year improvements or carbon reduction figures in the annual and integrated report as required by Science-Based Targets Initiative ("SBTi").

  2. Publish the first Datatec standalone Responsible Business report during FY26 (on FY25 performance)

Reduce structural discount – value generation during FY26 will be assessed by a quantitative mechanism correlating total shareholder return in the period with underlying earnings per share growth.

Responsible

FY26 STI structure

(12) % 40%
Budget 100% 35%
12% 160%
US$ million Bonus Weighting
(14) % 40%
Budget 100% 25%
14% 160%
Days Bonus Weighting
10% 40%
Target 100% 5%
(10) % 160%
US$ million Bonus Weighting
(20) % 40%
Target 100% 5%
20% 160%
US$ million Bonus Weighting
(20) % 40%
Target 100% 5%
20% 160%
ESG – predominantly E – environmental – 5%
Reduce structural discount – 20% 25%
Total on-target bonus 100%

The FY26 targets for underlying EPS, Adjusted EBITDA and working capital metrics based on budget are not shown as this is commercially sensitive information but will be fully disclosed next year in the Implementation section of the FY25 remuneration report.

Long-term incentives

CSP planned award for FY26 - performance condition

Linear vesting applies between threshold and target levels. Potential outcomes for LTI in relation to base salary are illustrated in the scenario analysis on the following page.

The committee considers a single performance condition to be appropriate given the Group's strategic review which prioritises value creation/realisation as the overriding objective.

Deferred bonus warrants to be awarded during FY26 based on the FY25 STI outcomes

The committee intends to apply a single performance condition to the June 2025 (FY26) CSP grant, being the absolute TSRperformance condition (the same performance condition as FY25) using the Group's WACC as the threshold: gov
Condition Conditional Share Plan ernCo
Performance period From the FY25 results announcement day being 27 May 2025 until the day of the FY28 resultsannouncement approximately three years later. ancrpoe rratepoe
Threshold (50% vesting) 11.1% CAGR – the Group's WACC rts
Maximum (100% vesting) 13.1% CAGR – the WACC plus 2%

Executive directors have deferred part of their FY25 bonuses under the terms of the DBW. In accordance with the policy, an equal co-investment from the Company will be applied to the deferred bonus amount in the form of a grant of SARs whose expected value based on an actuarial calculation is equal to the STI deferred.

Amount of bonus deferred Bonus shares Fair value ofawards on
DBW FY25 grantdate (expected) % US$'000 US$'000 purchased SARs grantedUS$'000 grant dateUS$'000
JP Montanana 1-Jun-25 21.1 % 662 589 662 589 662 589 1 325 178
IP Dittrich 1-Jun-25 20.0 % 147 663 147 663 147 663 295 326

The table above shows the monetary amount of the FY25 STI deferral to be used to purchase Datatec shares and Company co-investment in a grant of SARs made in June 2025. The fair value of the awards on grant includes both the shares purchased by directors with part of their FY25 bonus and the Company co-investment in the form of a grant of SARs.

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Scenario analysis for FY26 remuneration

The following tables presents projected remuneration outcomes under four scenarios: minimum, threshold, on-target and maximum remuneration the executive directors can earn under the remuneration policy in the next financial year, FY26, compared to FY25.

Under the minimum scenario, the executives earn only their guaranteed package of base salary, benefits and Company pension contributions. All STI metrics are assumed to be below the lower guard-rail resulting in no STI payment and consequently no DBW deferral being possible. The CSP performance conditions are assumed to have not been met, resulting in no LTI value.

The threshold scenario includes the guaranteed package plus the minimum STI which would be earned if all STI metrics were triggered at the lower guard-rail threshold and 40% of on-target bonus was earned. It assumes that 20% of the bonus would be deferred into the DBW (despite investment in the DBW not being mandatory below the 50% bonus level) with the corporate co-investment applied. Under this scenario it is assumed that the CSP performance conditions are triggered three years after grant only at threshold level resulting in 50% vesting.

The on-target scenario assumes full achievement of STI targets with 20% of STI bonus mandatorily deferred into the DBW with the corporate coinvestment applied, minimum deferral of 20% of STI into the DBW with the corporate co-investment applied. In addition the CSP vesting is assumed at 75% of target (half-way between the threshold and maximum scenarios).

The maximum scenario assumes STI performance exceeds the upper guard-rail resulting in the maximum STI being earned (which is 143% of the on-target STI for the CEO and 153% of the on-target STI for the CFO). This scenario also assumes the mandatory minimum deferral of 20% of STI into the DBW with the corporate co-investment applied. CSP awards are assumed to vest in full at 100% (as per plan design, there is no additional vesting beyond target).

The mandatory minimum deferral of 20% of STI into the DBW is assumed in each scenario above (except the minimum scenario in which there is no STI). If the maximum deferral of 50% of STI were to be made into the DBW, the on-target scenario total for the CEO would increase by US$709 000 to US$6 664 000 and the on-target scenario total for the CFO would increase by US$170 000 to US$2 123 000.

It should be noted that the CSP and DBW components of the scenario analysis will only become available to the executives three and five years respectively after the financial year shown in the analysis. Values in the scenario analysis reflect grant date share prices and are not discounted for time value of money.

Dilution attributable to Datatec Group share incentive plans

Datatec currently settles shares-based awards using shares purchased in the market and has no intention to issue new shares.

If new shares were to be issued to settle expected vesting of outstanding CSP awards, the dilution would be 2.50% (FY24: 2.38%). The DBW does not give rise to any dilution effect because forfeitable shares are granted to participants at the start of the holding period, using shares purchased in the market and the SARs co-investment, when ultimately exercised, will also use shares purchased in the market at the time.

Divisional share plans are entirely cash-settled and do not use Datatec shares, hence creating no dilution effect.

Shareholding guidelines

At the date of this report both executive directors are compliant with the shareholding guidelines set out in the policy section of this report.

Responsible business overview

Datatec is committed to doing business responsibly and sustainably. We believe that cultivating long-term value for shared prosperity is critical to our business. Our responsible business practices reflect a holistic view which encompasses four main pillars namely, our communities, our planet, our people and governance and communication.

We set out here our overarching principles for our undertakings in each of these areas. Details on our strategy, initiatives, goals and performance for each pillar (and for our subsidiaries) can be found in the Datatec integrated report and our new standalone Datatec responsible business report.

Our communities

Ensuring positive socio-economic impact by unlocking shared prosperity through supporting inclusive education is core to Datatec's purpose.

We are advocates for education and lifelong learning. Over our 38-year history, we have maintained the belief that education is the most transformative force in building a competitive economy and resilient societies. Primarily through the work of our subsidiaries and through the Datatec Educational and Technology Foundation, we actively work toward ensuring that education is more inclusive and socially relevant by investing in eliminating barriers to education and actively driving access to quality learning opportunities.

Datatec has committed to work and partner with organisations that align with its responsible business philosophy and that offer programmes which support education in science, technology, engineering and mathematics ("STEM") to empower disadvantaged communities, and which facilitate interventions to increase the number of women and minority groups in the technology industry.

Our planet

Datatec is deepening its investment into minimising its environmental impact across its business value chain.

Datatec's 'our planet' pillar prioritises environmental responsibility through three key focus areas: reducing carbon emissions, energy use and waste management. Our collective efforts across the Group are directed toward combating climate change by actively reducing greenhouse gas emissions (including our supplier engagement programmes), improving energy efficiency, exploring renewable energy sources and adopting effective waste management strategies.

Note

For all updates on responsible business and Datatec Foundation plans as set out in the FY24 annual report, please see the forthcoming Datatec integrated report and standalone responsible business report. We have moved this content, in addition to details on responsible business strategy, initiatives and performance by pillar, from the annual report to align with corporate governance and reporting best practice.

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Responsible business overview continued

Our people

Datatec employs over 11 000 people in more than 50 countries across the world. The Group strives to attract and retain the best talent, and recognises that it is imperative to ensure that its people are prioritised.

We believe in maintaining a fair, inclusive culture; and in ensuring that our employees have optimal working conditions and opportunities for growth and development. Through Responsible Business, we create opportunities for our employees through our inclusion and belonging programmes; ensuring employee wellbeing, health and safety; and striving to be a great place to work.

Datatec is an equal opportunities employer and is committed to a working environment that is free from discrimination. We recognise the importance of purposefully embedding equity and inclusion into our ways of working across our Group, as well as seeking to create a workforce which is balanced in terms of representation in our subsidiaries. This remains a consistent, growing focus and is shaping the values that have come to define the culture of Datatec.

Health and wellness

Employee wellbeing is a priority across Datatec, including both physical and mental health. This is promoted and supported through a combination of activities and initiatives, including regional employee assistance programmes, health insurance options, wellbeing webinars, employee resource groups or health committees, targeted policies, local fitness activities and mental health awareness events.

The approach to health and wellness is on a per region/ operation basis, in keeping with the decentralised management model of the Group. At most operations, employees are afforded health schemes with the operations contributing the entire or part of the employee membership fee.

In addition, health and safety ("H&S") training and communication to employees is done at a regional/country level to ensure compliance with local H&S regulations.

Health and safety policy and procedures

Datatec requires that all subsidiaries, at a minimum, comply with local health and safety regulations. Management at each subsidiary is responsible for ensuring compliance with local laws and reporting major work-related injuries, diseases and dangerous occurrences. The subsidiaries confirm compliance with these requirements by issuing bi-annual management assurance letters to Datatec. In addition, at each subsidiary ARCC, H&S matters are reported by exception.

The Board delegates the responsibility for monitoring workplace H&S to the Social & Ethics Committee, which in turn receives reports from the subsidiary ARCCs and/or H&S representatives.

There were no major H&S incidents or injuries to report during FY25 and to the date of this report.

Governance and communication

Datatec's business model is underpinned by its commitment to maintaining the highest standards of governance, ethics and business conduct, and to being honest, transparent, socially responsible corporate citizens across all operations and communications.

Corporate governance is viewed as a tool that contributes to improved operational decision-making and business performance.

BBBEE and transformation

As a South African company, Datatec is required to comply with the Codes of Good Practice on BEE issued by the Department of Trade, Industry and Competition ("the Codes"), as well as the BBBEE Act 53 of 2003 ("BBBEE Act"), amended by the BBBEE Act 46 of 2013, specifically the ICT sector codes. In this regard, the South African-based operations are required to comply with the Codes. In terms of section 13G(2) of the BBBEE Act, read with regulation 12(3) of the BBBEE Regulations, all public companies listed on the JSE are required to provide the BBBEE commission, on an annual basis, with a report on their compliance with BBBEE.

Datatec has two South African operating subsidiaries:

  • WestconGroup SA (Pty) Ltd has achieved a Level 1 BBBEE status under the ICT charter codes, giving its customers 135% procurement spend recognition.
  • Logicalis SA (Pty) Ltd also has a Level 1 BBBEE status under the ICT charter codes, giving its customers 135% procurement spend recognition.

Datatec's consolidated BBBEE status, which includes the non-operating Datatec Limited head office, WestconGroup SA (Pty) Ltd and Logicalis SA (Pty) Ltd, is Level 3, giving its customers 110% procurement spend recognition.

Transformation is a fundamental pillar of our business, and Datatec is fully committed to driving meaningful and sustainable change. Datatec recognises the importance of fostering a diverse, inclusive and equitable environment, and views transformation not merely as a regulatory requirement, but as a strategic imperative that strengthens the organisation and the communities we operate in.

Annual BBBEE audits are performed by an accredited independent BBBEE verification agent.

In its broadest sense, transformation is a strategic priority for the Company. Datatec is committed to BBBEE in its South African operations and transformation across all business practices and levels.

To view the WestconGroup SA (Pty) Ltd, Logicalis SA (Pty) Ltd and the consolidated Datatec scorecards, please visit Datatec's website at www.datatec.com.

42 DATATEC 2025 Annual report

Directors' responsibility statement

for the year ended 28 February 2025

The directors are responsible for the preparation and fair presentation of the consolidated annual financial statements of Datatec Limited ("Datatec" or the "Company" or the "Group"), comprising the consolidated statement of financial position at 28 February 2025, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the consolidated annual financial statements which include a summary of significant accounting policies and other explanatory notes, in accordance with IFRS® Accounting Standards ("IFRS Accounting Standards") and the requirements of the Companies Act, No.71 of 2008 of South Africa ("the Companies Act").

In terms of the Companies Act, the directors are required to prepare consolidated annual financial statements that fairly present the state of affairs and business of the Group at the end of the financial year and of the profit for that year. The consolidated annual financial statements for the year ended 28 February 2025 are prepared in accordance with IFRS Accounting Standards of the International Accounting Standards Board, Interpretations issued by the IFRS Interpretations Committee, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, the JSE Listings Requirements and the Companies Act and incorporate transparent and responsible disclosure together with appropriate accounting policies. These consolidated annual financial statements were compiled under the supervision of Ivan Dittrich CA(SA), the Chief Financial Officer ("CFO").

The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management as well as the preparation of the supplementary schedules included in these consolidated annual financial statements.

These consolidated annual financial statements have been audited in compliance with the requirements of the Companies Act. The auditor is responsible for reporting on whether the consolidated annual financial statements are fairly presented in accordance with the applicable financial reporting framework.

The directors have made an assessment of the ability of the Company and its subsidiaries to continue as going concerns and believe that the Group and its subsidiaries have adequate resources to continue in operation for the foreseeable future, and accordingly, these consolidated annual financial statements have been prepared on a going concern basis.

The directors of the Company are responsible for the controls over, and security of the website and, where applicable, for establishing and controlling the process of electronically distributing annual reports and other financial information to shareholders and to the Companies and Intellectual Property Commission.

Approval of the consolidated annual financial statements

The consolidated annual financial statements of Datatec Limited as identified in the first paragraph were approved and authorised by the Board of directors on 26 May 2025 and signed on its behalf by:

JP Montanana IP Dittrich Chief Executive Officer Chief Financial Officer Authorised director Authorised director 26 May 2025 26 May 2025

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results

CEO and CFO responsibility statement

for the year ended 28 February 2025

Each of the directors, whose names are stated below, hereby confirm that:

  • a. the annual financial statements set out on pages 45 to 168, fairly present in all material respects the financial position, financial performance and cash flows of Datatec Group in terms of IFRS Accounting Standards;
  • b. to the best of our knowledge and belief, no facts have been omitted or untrue statements made that would make the annual financial statements false or misleading;
  • c. internal financial controls have been put in place to ensure that material information relating to the Datatec Group and its consolidated subsidiaries have been provided to effectively prepare the financial statements of the Datatec Group;
  • d. the internal financial controls are adequate and effective and can be relied upon in compiling the annual financial statements, having fulfilled our role and function as executive directors with primary responsibility for implementation and execution of controls;
  • e. where we are not satisfied, we have disclosed to the audit committee and the auditors any deficiencies in design and operational effectiveness of the internal financial controls, and taken steps to remedy the deficiencies; and
  • f. we are not aware of any fraud involving directors.

JP Montanana IP Dittrich Chief Executive Officer Chief Financial Officer Authorised director Authorised director

26 May 2025 26 May 2025

Certificate by Company Secretary

for the year ended 28 February 2025

In terms of section 88(2)(e) of the South African Companies Act 71 of 2008, I certify that for the year ended 28 February 2025, Datatec Limited has filed with the Commissioner of the CIPC all such returns as are required of a public company in terms of the Act. Further, that such returns are true, correct and up to date.

SP Morris For and on behalf of Datatec Management Services (Pty) Ltd

Company Secretary 26 May 2025

Independent auditor's report

To the shareholders of Datatec Limited

Report on the audit of the consolidated financial statements Our opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Datatec Limited (the Company) and its subsidiaries (together the Group) as at 28 February 2025, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and the requirements of the Companies Act of South Africa.

What we have audited

  • Datatec Limited's consolidated financial statements set out on pages 54 to 168 comprise:
  • the consolidated statement of financial position as at 28 February 2025;
  • the consolidated statement of comprehensive income for the year then ended;
  • the consolidated statement of changes in equity for the year then ended;
  • the consolidated statement of cash flows for the year then ended; and
  • the notes to the financial statements, including material accounting policy information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (IRBA Code) and other independence requirements applicable to performing audits of financial statements in South Africa. We have fulfilled our other ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards).

Our audit approach

Overview

We performed full scope audits on the three components that were deemed significant due to their

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we considered where the Directors made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

In terms of the IRBA Rule on Enhanced Auditor Reporting for the Audit of Financial Statements of Public Interest Entities, published in Government Gazette Number 49309 dated 15 September 2023 (EAR Rule), we report final materiality and group audit scope below.

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Independent auditor's report continued

Final materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the final materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the consolidated financial statements as a whole.

Consolidated financial statements
Final materiality US$18.1 million.
How we determined it 0.5% of consolidated revenue.
Rationale for themateriality benchmarkapplied We chose consolidated revenue as the benchmark for materiality as it is a stable indicator of theGroup's performance and market share, when compared to other relevant benchmarks such asconsolidated profit before tax. Consolidated revenue is also a key driver of the Group's business anda primary performance indicator for stakeholders.
We set the benchmark threshold at 0.5%, considering factors such as the intended users,distribution of the financial statements, and the level of external debt.

Group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

Our scoping assessment included consideration of the financial significance of the Group's components as well as the sufficiency of work planned to be performed over material consolidated financial statement line items. We identified three financially significant components in the Group, namely Westcon International Limited and Logicalis International Limited, both incorporated in the United Kingdom, as well as Logicalis Latin America Holdings S.A., incorporated in Brazil. These components were considered to be financially significant based on their contribution to consolidated revenue, consolidated profit before tax, consolidated assets or consolidated liabilities. We performed a full scope audit of these three components and the Company. The remaining components were deemed inconsequential, with no further audit procedures nor targeted risk assessment procedures performed at these components.

In establishing the overall approach to the Group audit, we determined the type and extent of work that needed to be performed by us, as the group auditor, or component auditors from other PwC network firms. Where the work was performed by component auditors, we determined the level of involvement necessary in the audit work at those components (including their scoping considerations regarding their respective components) to be able to conclude whether sufficient appropriate audit evidence has been obtained as a basis for our audit opinion on the consolidated financial statements as a whole. Detailed group audit instructions were communicated to all components in scope.

We conducted various meetings with all of our significant component teams and management. During these meetings we discussed the strategy and financial performance of the local businesses, the audit plan and execution, significant risks and other relevant audit topics and the clearance of those matters at the conclusion of the component audits. We conducted site visits at each of the three financially significant component locations. During these site visits, we also met with the divisional Chief Financial Officers of the financially significant components, to discuss the status of the component audits.

We assessed the competence, knowledge and experience of the component auditors and evaluated the procedures performed on the significant audit areas to assess the adequacy thereof to support our audit opinion on the consolidated financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In terms of ISA 701 Communicating key audit matters in the independent auditor's report/the EAR Rule (as applicable), we are required to report key audit matters and the outcome of audit procedures or key observations with respect to the key audit matters, and these are included below.

• We tested the mathematical accuracy of the valuation models used by management and no material differences were noted.

• We assessed the reasonableness of the valuation methodology (discounted cash flows model) applied by management's experts and found this to be consistent with industry practice and in line with the requirements of IAS 36.

Key audit matter How our audit addressed the key audit matter
Impairment assessment of goodwill arising from Our audit addressed this key audit matter as follows:
business combinations • We tested the mathematical accuracy of the valuation models used bymanagement and no material differences were noted.
As at 28 February 2025, the Group recognised goodwill with acarrying amount of US$274.2 million.
In accordance with IAS 36 Impairment of Assets ("IAS 36") the Groupis required to conduct an annual impairment test on goodwill, or morefrequently when an indication of impairment exists on goodwillattributed to an individual cash-generating unit ("CGU"). with industry practice and in line with the requirements of IAS 36.experts with reference to their professional qualifications.
For purposes of its impairment testing, the Group allocated goodwill toeach of its segmental CGUs that are expected to benefit from thesynergies of the business combinations. further explained in the procedures below.
The Group performed its annual impairment tests and concluded thatno impairments were required to be recognised in the current financialyear. approved by the board of directors and noted no material differences.
The recoverable amount of each CGU is determined based on ananalysis of the fair value less cost to sell basis, an evaluation of fairvalue from comparable company's market approach, and the markettransactions method to ensure the reasonableness of the recoverableamount. The recoverable amounts are compared to thecorresponding net asset value, including goodwill. The fair value lesscosts to sell is based on a discounted cash flow calculation, with keyassumptions including future earnings, discount rates and growthrates.We considered the impairment assessment of goodwill arising frombusiness combinations to be a matter of most significance to ourcurrent year audit of the consolidated financial statements due to:• the significant judgement and assumptions applied by managementin determining the recoverable amounts of the segmental CGUs;• the magnitude of the goodwill balance in relation to theconsolidated financial statements; and• the audit effort expended in this area, including our use of experts Using our valuations expertise, we performed the following procedures:beta of comparable companies;performed a stress test on the impairment calculations by applying ourrespective CGUs operate. No material exceptions were noted.We applied independently sourced and calculated inputs to management's
Refer to the following accounting policies and notes to the Groupconsolidated annual financial statements for details on this key auditmatter:• Group accounting policies - Goodwill;• Critical accounting judgements and key sources of estimation – Keysources of estimation uncertainty; and• Note 7: Goodwill impairment. Based on the sensitivity analysis performed, we concurred withmanagement's view that no material impairments were identified.

• We evaluated the independence, objectivity and competence of management's experts with reference to their professional qualifications.

• We evaluated the reliability of the Group's budgets included in the business plans (which form the basis of the future earnings in the cash flow forecasts), by comparing prior period budgets to actual results. Where variances were noted, we applied independently sourced and calculated inputs to the forecasts as further explained in the procedures below.

• We further compared the budgets included in the business plans to the budgets approved by the board of directors and noted no material differences.

Using our valuations expertise, we performed the following procedures: • Independently calculated a range of discount rates for each segmental CGU taking into account independently obtained data such as the cost of debt, risk free rates in the market, market risk premiums adjusted for specific risks relating to the relevant CGUs, debt/equity ratios, sovereign risk premiums as well as the beta of comparable companies;

• Using our independently calculated discount rates for each material CGU, we performed a stress test on the impairment calculations by applying our calculated discount rates to the CGUs to assess whether there is an impairment, noting no material indications of possible impairments to be recognised; and • Calculated the terminal value consistent with publicly available information relating to long-term average growth rates for each of the markets in which the respective CGUs operate. No material exceptions were noted.

We applied independently sourced and calculated inputs to management's forecasts and compared management's recoverable amount of each CGU to the results of our calculations. Whilst our independently determined key assumptions were different from those applied by management in certain instances, the impact of these differences did not result in the identification of a material impairment.

We further assessed the reasonableness of the discount rates, terminal growth rates and forecasted cash flows by independently performing a sensitivity analysis to determine the degree by which certain key assumptions (discount rate, long-term growth rate and budgeted gross margin) would need to change in order to result in an impairment. Based on the sensitivity analysis performed, we concurred with management's view that no material impairments were identified.

The Directors are responsible for the other information. The other information comprises the information included in the document titled "Datatec Audited Group Consolidated Annual Financial Statements 2025" and the document titled "Datatec Limited Audited Financial Statements for the year ended 28 February 2025", which include(s) the Directors' Report, the Audit, Risk and Compliance Committee Report and the Certificate by Company Secretary as required by the Companies Act of South Africa, which we obtained prior to the date of this auditor's report, and the other sections of the documents titled "Datatec Integrated Report 2025" and "Datatec Annual Report 2025", which are expected to be made available to us after that date. The other information does not include the consolidated or the separate financial statements and our auditor's reports thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Independent auditor's report continued

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors.
  • Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence, regarding the financial information of the entities or business units within the Group, as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Audit tenure

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that PricewaterhouseCoopers Inc. has been the auditor of Datatec Limited for 5 years.

PricewaterhouseCoopers Inc. Director: D Storm Registered Auditor Johannesburg, South Africa 26 May 2025

48 DATATEC 2025 Annual report

Audit, Risk and Compliance Committee report

for the year ended 28 February 2025

The information below constitutes the report of the Audit, Risk and Compliance Committee ("ARCC" or "the committee").

The ARCC comprises three independent non-executive directors: Johnson Njeke (Chair), Deepa Sita and Colin Jones.

The following officers are invited to attend all meetings of the ARCC:

  • Chair of the Board, Maya Makanjee
  • Chief Executive Officer, Jens Montanana
  • Chief Financial Officer, Ivan Dittrich
  • Chief Risk Officer, Simon Morris
  • Chief Audit Executive, Sean Meisel (internal audit)

The external and internal auditors attend the ARCC and have unrestricted access to the ARCC and also meet with the committee members, without management present, at least once a year.

The committee meets at least four times a year. In the year under review and subsequently up to the date of this report, the committee has met six times, with all members in attendance. The Chair of the committee reports on the committee's activities at each Board meeting.

The committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board. The charter is reviewed annually to confirm compliance with the King IV* Code and the Companies Act and to ensure the incorporation of best practice developments.

The charter is available at www.datatec.com.

The committee is satisfied that it has met and complied with its legal and regulatory responsibilities for the year under review and to the date of this report with respect to its terms of reference as set out in its charter.

Each of Datatec's main operating divisions has an Audit, Risk and Compliance committee, chaired by the Group Chief Financial Officer, Ivan Dittrich in the case of Westcon International and Logicalis International and by Luis Rapparini in the case of Logicalis LATAM. Reports from these committees are submitted to the Datatec ARCC, which retains all the functions of an audit committee in respect of Datatec's subsidiaries.

In terms of the Companies Act and the JSE Listings Requirements, the committee has considered and satisfied itself of the appropriateness of the expertise and experience of Mr Dittrich. Further, the committee considers the appropriateness of the expertise and adequacy of resources of the Group's finance function and the experience of senior management in the finance function and the risk management organisation. For the year under review, the committee is satisfied that the Group has established appropriate financial reporting procedures and controls, and that those procedures and controls are operating effectively.

The committee is responsible for approving the external auditor's fees. It oversees the Company's policy and controls that address the provision of non-audit services by the external auditor, and the nature and extent of such services rendered during the financial year. This contributes to maintaining the external auditor's independence.

The committee reviews the activities and effectiveness of the Group's internal audit function and annually reviews the internal audit charter and recommends it to the Board. The ARCC receives reports from the Chief Audit Executive at each of its meetings and reviews the progress of the internal audit programme, results and findings from internal audit work, and actions taken by management to resolve issues in a timely manner.

The ARCC assists the Board in reviewing the risk management process and significant risks facing the Group. The committee reviews the Group's risk strategy with the executive directors and senior management and oversees the Group's use of recognised risk management and internal control models and frameworks to maintain a sound system of risk management and internal control. Combined assurance processes are in place throughout the Group to provide the committee with internal management assurance and external assurance from a range of assurance providers, including the internal auditor. The ARCC is satisfied that the appropriate processes are in place, including effective combined assurance, to enable the Board to make an objective assessment of the Group's system of internal controls and risk management.

The committee is closely involved in the JSE's proactive monitoring of annual financial statements. It reviews the annual report issued by the JSE on this subject and related information, and ensures that all the comments by the JSE are taken into consideration in its review of the Group's financial information.

The committee is tasked with reviewing the interim and consolidated annual financial statements and integrated and annual reports. The ARCC recommended the annual financial statements for the year ended 28 February 2025 for approval to the Board. The Board has subsequently approved the consolidated annual financial statements, which will be published on the Company's website and presented at the forthcoming AGM.

* Copyright and trademarks are owned by the Institute of Directors South Africa NPC and all of its rights are reserved.

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Audit, Risk and Compliance Committee report continued

for the year ended 28 February 2025

Going concern

The Board has satisfied itself that the Group has adequate resources to continue in operation for the foreseeable future.

Retrospective application of a voluntary change in accounting policy

Westcon International, in its capacity as a distributor, sells software licences to customers and its vendors continuously change the way in which they bring their products and services to market. There is a significant amount of judgement involved in determining whether Westcon International acts as a principal or agent with regard to these arrangements. Westcon International has revisited the revenue recognition assessment for these arrangements. Westcon International now arranges access to the software from the vendor on behalf of the customer. Based on the reassessment and in line with changes in peer reporting, the Group concludes that Westcon International has repositioned to act as an agent in these types of arrangements and has applied a voluntary change in accounting policy in accordance with the requirements of IAS 8 Accounting policies, Changes in Accounting Estimates and Errors ("IAS 8") for the revenue recognised from the sale of software which is now being accounted for on a net basis. Refer to Note 1 for disclosure.

Key sources of estimation uncertainty and key judgements

The results and statement of financial position presented in the consolidated annual financial statements point to many areas where key assumptions concerning the future, and other key areas of estimation included in the Group's consolidated annual financial statements, pose a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year.

These are outlined in the notes to the consolidated annual financial statements. The committee has considered in particular the qualitative and quantitative aspects of information presented in the statement of financial position and other notes that contain sources of estimation and uncertainty and judgements in the following area:

• estimates made in determining the recoverable amount of goodwill included in the statement of financial position. This is considered to be a key audit matter. Refer to Note 7 for further discussion of the methodology and rationale for selecting these inputs to management's estimations.

In making its assessment in the above area, the committee examined the external auditor's report and questioned senior management in arriving at their conclusions.

Based on their review of the underlying issues and assumptions, the committee considers the accounting treatment for the above to be appropriate.

MJN Njeke Audit, Risk and Compliance Committee Chair

Sandton 26 May 2025

Directors' report

for the year ended 28 February 2025

Profile and Group structure

Datatec is an international ICT solutions and services group operating in more than 50 countries across North America, Latin America, Europe, Africa, the Middle East and Asia-Pacific. The Group's service offering spans the technology distribution and integration sectors of the ICT market.

Datatec operates in four operating divisions:

  • Westcon International: Technology distribution of security and networking products
  • Logicalis International: ICT infrastructure solutions and services
  • Logicalis Latin America: ICT infrastructure solutions and services
  • Corporate and Management Consulting: Corporate includes Group head office companies, including the ultimate Logicalis holding company, Logicalis Group Limited and its associated costs, Kumulus trading entities and Group consolidation adjustments. Management Consulting comprises Mason Advisory Limited.

Datatec Limited (the "Company"), a South African company with registration number 1994/005004/06, is the parent company of the Group. The Company's shares are listed on the JSE Limited with share code DTC and ISIN ZAE000017745.

Stated share capital

Authorised stated share capital

The authorised stated share capital of the Company as at 28 February 2025 and 29 February 2024 is R4 000 000, made up of 400 000 000 ordinary shares.

Issued stated capital

As at 28 February 2025, the issued share capital, excluding treasury shares and shares held throughout the period for equity-settled share schemes, amounted to R2 361 184.69, divided into 236 184 688 ordinary shares (29 February 2024: R2 269 013.83, divided into 226 901 383 ordinary shares). Of the issued share capital, 3 774 605 shares are held by the Company in treasury (FY24: 574 145).

Dividend policy

The Group is changing its dividend policy to maintain a two-times cover relative to underlying* earnings when declaring ordinary dividends (previously three-times cover).

Dividends paid in FY25

On 27 May 2024, the Board declared a final cash dividend with a scrip distribution alternative for FY24 of 130 ZAR cents per share (approximately 7 US cents per share), amounting to ZAR298.4 million.

In October 2024, the Board declared an interim dividend with a scrip distribution alternative for FY25 of 75 ZAR cents per share (approximately 4 US cents per share), totalling ZAR174.9 million.

Financial results

The Group recorded a profit after tax for the year ended 28 February 2025 of US$69.3 million (FY24: US$50.9 million profit after tax). Full details for the financial results of the Group are set out in these consolidated annual financial statements and accompanying

notes for the year ended 28 February 2025.

Going concern

The Board has satisfied itself that the Group has adequate resources to continue in operation for the foreseeable future.

The Group currently has no need to undertake a capital restructuring and key executive management is in place. The Board is not aware of any material non-compliance with statutory or regulatory requirements and there are no pending legal proceedings other than in the normal course of business or as disclosed in the consolidated annual financial statements.

Solvency

The Board has determined that the Group is solvent with net assets at 28 February 2025 of US$520.9 million (FY24: US$501.2 million) and tangible net assets of US$186.6 million (FY24: US$165.6 million). The Group is expected to remain solvent over the next 12 months.

* Underlying earnings exclude the following: impairments of goodwill and intangible assets, profit or loss on sale of investments and assets, amortisation of acquired intangible assets, acquisition-related adjustments, fair value movements on acquisition-related financial instruments, restructuring costs relating to fundamental reorganisations, one-off tax items impacting EBITDA, costs relating to acquisitions, integration and corporate actions, and the taxation effect on all of the aforementioned.

Directors' report continued

for the year ended 28 February 2025

Liquidity

Westcon International has an invoice assignment facility of EUR391 million for its European subsidiaries, as well as an extended payables facility of US$138.0 million. Westcon International has a securitisation facility of US$130.0 million for its Asia-Pacific facilities. In addition, Westcon International utilises accounts receivable facilities in the Middle East (US$25.0 million) and Indonesia (US$11.0 million) as well as overdraft facilities in Europe (EUR4.0 million) and Africa (US$1.0 million), and a securitisation facility in South Africa (ZAR300.0 million).

Logicalis International is supported by a corporate facility of US$135 million, covering all its operations, comprising a rolling credit facility to fund working capital requirements and an acquisition facility.

Logicalis Latin America is supported separately via a number of uncommitted overdraft facilities and short-term lending arrangements and is predominantly sourced via Tier 1 banks in Brazil as it is the largest territory in the region.

The Group performed covenant projections to confirm that banking covenants are unlikely to be breached for the next 12 months.

The Group ended FY25 with net debt of US$52.1 million compared to FY24 (US$123.1 million), (refer Note 31.2).

Trade receivables are of sound quality and adequate expected credit losses have been recorded.

The Group's forecasts and projections of its current and expected financial performance show that the Group is expected to operate within the levels of its banking facilities for at least 12 months from the authorisation date of these consolidated annual financial statements.

Conclusion

The Group's projections show that the Group has sufficient capital and liquidity to continue to meet its short-term obligations and, as a result, it is appropriate to prepare these annual financial statements on a going concern basis.

Investments and subsidiaries

Financial information relating to the Group's investments is disclosed in Note 12 and interests in subsidiaries are contained in Note 42 to the consolidated annual financial statements.

Increased shareholding in subsidiaries

In April 2024, the Group, through its 100%-owned subsidiary Logicalis Group Limited, purchased an additional 7.04% of Cirrus Participações S.A.C. in Brazil ("Kumulus") from the minority shareholders. As the Group owns 68.4% of Promon Logicalis Latin America Limited, this resulted in an effective shareholding in Kumulus of 67.4%. The Group has consolidated the results of Kumulus and its 100%-owned subsidiaries, Saleslogics Serviços em Inteligência de Negócios Empresariais e Informática Limitada and Kumulus Serviços em Cloud Computing e Database Limitada from the acquisition date in the current period based on control as defined in terms of IFRS 10. Kumulus was equity-accounted during FY24.

During September 2024, Logicalis Group Limited provided an amount of US$1.57 million to Kumulus as part of a recapitalisation. The net impact on the Group's effective shareholding amounted to an increase of 4.59% comprising an increase of 12.29% for Logicalis Group Limited and a decrease of 7.70% of the shareholding held by PromonLogicalis Latin America Limited.

In December 2024 Logicalis Group Limited purchased a further 3.11% from the minority shareholders for US$0.30 million. As at 28 February 2025, the Group owns 68.4% of Promon Logicalis Latin America Limited, which resulted in a current effective shareholding in Kumulus of 77.58%.

Share-based payments and long-term incentive schemes

Details of the Group's share-based payment schemes and long-term incentive schemes are set out in Note 2 of the consolidated annual financial statements.

Management incentive plans

Mason Advisory

Mason Advisory implemented the Mason Advisory Long-Term Incentive Plan ("MALTIP") on 9 April 2024 following a corporate restructuring. Two intermediate holding companies called Mason Advisory Group Ltd ("MAGL") and Mason Advisory Group Holdings Ltd ("MAGHL") were incorporated into the Group structure. Management purchased shares in MAGHL constituting 6.25% of the ordinary equity and MAGL holds the remaining 93.75%. Datatec owns an 80.0% shareholding in MAGL. MAGHL also issued a fixed return instrument to MAGL.

Share repurchase programme

Datatec also announced that the share repurchase programme commenced on 28 November 2024 in accordance with the authority received at its last Annual General Meeting. The shares that have been repurchased shall be cancelled as issued shares in due course and will revert to authorised but unissued share capital status.

OTC registration

As part of its initiatives, Datatec broadened its investor relations programme during FY25 and was admitted to the OTCQX trading platform in the US to increase international investor access.

Events occurring subsequent to the year-end

Increased shareholding in subsidiaries

In March 2025, Logicalis Group Limited, purchased an additional 6.3% shareholding in Kumulus from the minority shareholders for an amount of US$0.5 million. As the Group owns 68.4% of PromonLogicalis Latin America Limited, this resulted in a current effective shareholding in Kumulus of 83.9% subsequent to year-end.

Dividend declared

On 26 May 2025, the Board declared a final dividend for FY25 of 200 ZAR cents per share equivalent to approximately 11 US cents per share totalling US$26 million with the customary form of a cash dividend with a scrip distribution alternative.

There were no other events that occurred subsequent to the reporting date that require disclosure or adjustment to these consolidated annual financial statements.

Directors

Directors' interests in the shares of the Company, their remuneration and their interests in share-based remuneration schemes are provided in Note 30 to these consolidated annual financial statements.

All directors are subject to election by shareholders at the first AGM after their appointment. Subsequently, the terms of the Company's Memorandum of Incorporation require one-third of all directors to retire annually (ensuring each director retires at least once every three years) when they may offer themselves for re-election by shareholders.

Annual General Meeting

The Annual General Meeting ("AGM") of shareholders of Datatec will be held as a virtual meeting at 14:00 South African time on Thursday, 31 July 2025.

Registered office

15th Floor, The Leonardo, 75 Maude Street, Sandown, Sandton 2146.

Corporate governance reports

Responsible Business reports

Financial results

Group accounting policies

for the year ended 28 February 2025

Basis of accounting and reporting

The consolidated annual financial statements as set out on pages 54 to 168 have been prepared on the historical cost basis except for those assets and liabilities referred to that are measured at fair value. Significant details of the Group's accounting policies are set out below and are consistent with those applied in the previous year, with the exception of changes due to the amendments of existing standards as explained below and the change in accounting policy for the recognition of the sale of software revenue in Westcon International as outlined in Note 1.

Accounting policies for which no choice is permitted in terms of IFRS® Accounting Standards ("IFRS Accounting Standards") have been included only if management considers that the disclosure will assist users in understanding the financial statements as a whole, after considering the materiality of the item being discussed. Accounting policies which are not applicable from time to time have been removed, but will be included if the type of transaction occurs in future or becomes material.

The consolidated annual financial statements comply with the IFRS Accounting Standards of the International Accounting Standards Board, Interpretations issued by the IFRS Interpretations Committee, the JSE Listings Requirements, the Companies Act as well as the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council.

Adoption of amendments to existing standards and interpretations

The Group adopted the following amendments to existing standards and interpretations which are effective for the first time:

Applicablestandard or noteIAS 1 Presentation ofFinancial Statements("IAS 1") AmendmentClassification ofliabilities as currentor non-current Amendment applicationThe amendment defers the effective date of the January 2020amendments by one year, so that entities would be required toapply the amendment for annual periods beginning on or after1 January 2024. These amendments clarify how conditions whichan entity must comply within twelve months after the reportingperiod affect the classification of a liability. The amendments alsoaim to improve information an entity provides related to liabilitiessubject to these amendments. Effectivereportingperiod1 January 2024
IAS 7 Statement ofCash Flows ("IAS 7")and IFRS 7 FinancialInstruments:Disclosures("IFRS 7") Disclosure ofsupplier financearrangements The amendments add disclosure requirements, and 'signposts'within existing disclosure requirements, that ask entities to providequalitative and quantitative information about supplier financearrangements. 1 January 2024
IFRS 16 Leases("IFRS 16") Accounting for saleand leasebacktransactions afterthe date of thetransaction These amendments include requirements for sale and leasebacktransactions in IFRS 16 to explain how an entity accounts for a saleand leaseback after the date of the transaction. Sale andleaseback transactions where some or all the lease payments arevariable lease payments that do not depend on an index or rate aremost likely to be impacted. 1 January 2024

The Group has adopted the amendments to IAS 7 and IFRS 7 as it relates to the supplier finance arrangements during the current financial year. The Group has assessed that the amendments impact the Group accounting policies, consolidated statement of financial position, the consolidated statement of cash flows as well as the notes to the consolidated annual financial statements. There is no resultant impact on the statement of comprehensive income or statement of changes in equity as a result of the amendments. Refer to Note 25 for further disclosures. In line with the transition requirements contained in IAS 7 paragraph 63(a), the Group has not restated comparative information previously presented for the supplier finance arrangements.

The application of all the other amendments to the existing standards had no material impact on the disclosures or amounts recognised in the Group's consolidated annual financial statements.

New or revised accounting standards and amendments to existing standards not yet effective

At the date of authorisation of these consolidated annual financial statements, the following new or revised accounting standards and amendments to existing standards applicable to the Group were in issue but not yet effective:

Applicable standardor noteIAS 21 The Effects ofChanges in ForeignExchange Rates AmendmentLack ofexchangeability Amendment applicationThe amendments contain guidance to specify when a currencyis exchangeable and how to determine the exchange rate whenit is not. Effectivereportingperiod1 January 2025 governCoancrpoe rerateports
IFRS 9 FinancialInstruments ("IFRS 9")and IFRS 7 Classification andmeasurement offinancialinstruments These amendments clarify the requirements for the timing ofrecognition and derecognition of some financial assets andliabilities and assessing whether a financial asset meets the solelypayments of principal and interest ("SPPI") criterion. Theamendments also add new disclosures for certain instrumentswith contractual terms that can change cash flows and makesupdates to the disclosures for equity instruments designated atfair value through other comprehensive income. 1 January 2026 BusResineponss
Amendment to IFRS 9and IFRS 7 ContractsReferencingNature-dependentElectricity These amendments change the 'own use' and hedgeaccounting requirements of IFRS 9 and include targeteddisclosure requirements to IFRS 7. These amendments applyonly to contracts that expose an entity to variability in theunderlying amount of electricity because the source of itsgeneration depends on uncontrollable natural conditions (suchas the weather). These are described as 'contracts referencingnature-dependent electricity'. 1 January 2026 repsibortles
Annual improvementsto IFRS – Volume 11 2024 amendmentsto existingaccountingstandards The amendment contains annual improvements which are limitedto changes that either clarify the wording in an AccountingStandard or correct relatively minor unintended consequences,oversights or conflicts between the requirements in theAccounting Standards. 1 January 2026 Finresancultsial
IFRS 18 Presentationand Disclosure inFinancial Statements New accountingstandard onpresentation anddisclosure infinancialstatements The new standard focus on updates to the statement of profit orloss, specifically the structure thereof, required disclosures in thefinancial statements for certain profit or loss performancemeasures that are reported outside an entity's financialstatements and enhanced principles on aggregation anddisaggregation which apply to the primary financial statementsand notes in general. IFRS 18 aims to replace the aboverequirements previously set out in IAS 1. 1 January 2027
IFRS 19 Subsidiarieswithout PublicAccountability:Disclosures ("IFRS 19") New accountingstandard workingalongside otherIFRS accountingstandards Voluntary standard for eligible subsidiaries to apply reduceddisclosure requirements in IFRS 19. 1 January 2027 andrefNoticeerencess

The Group did not early adopt any new, revised or amended accounting standards or interpretations.

The accounting standards, amendments to issued accounting standards and interpretations, which are relevant to the Group but not yet effective at 28 February 2025, are being evaluated for the impact of these pronouncements. Other than the newly published IFRS 18 Presentation and Disclosure in Financial Statements standard, the other newly published accounting standards and amendments to issued standards and interpretations are not expected to have a material impact.

Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies described below, the directors are required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors which are considered to be relevant. Actual results may differ from these estimates.

for the year ended 28 February 2025

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Certain of the Group's assets and liabilities are measured at fair value for financial reporting purposes.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent that it is available and also engages third parties to perform valuations on its material acquisitions. Specifically, market-observable data is used for derivatives (forward-currency contracts) in the form of the latest foreign currency exchange rates that are available.

Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities is disclosed in the relevant notes.

Key sources of estimation uncertainty

The following are the key assumptions concerning the future, and other key areas of estimation included in the Group's consolidated annual financial statements, that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year:

  • Estimates made in determining the recoverable amount of goodwill included in the consolidated statement of financial position (refer to Note 7). This requires an estimation of the recoverable amount of the cash-generating unit ("CGU") to which the goodwill is allocated. The Group's CGUs to which goodwill is allocated are consistent with the segments (refer to Note 37) to these consolidated annual financial statements. The resulting recoverable amount calculations are sensitive to changes in the timing or quantum of future cash flows, the weighted average cost of capital and assumptions in determining the revenue growth rates and terminal growth rates. Changes in one or more of these inputs to management's estimations could result in the recognition of an impairment charge. Refer to Note 7 for further discussion of the methodology and rationale for selecting these inputs to management's estimations.
  • Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences (as applicable) to the extent that it is probable that future taxable profits will be available against which the deferred tax assets can be used. The Group is required to make significant estimates in assessing whether future taxable profits will be available.
  • Future taxable profits are determined based on business plans for individual subsidiaries in the Group and the probable reversal of taxable temporary differences in future. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Such reductions are reversed when the probability of future taxable profits improves. The Group's recognised and unrecognised deferred tax assets for the current year are disclosed in Note 13.
  • The Group operates in numerous tax jurisdictions and the Group's interpretations and application of the various tax rules applied in direct and indirect tax filings may result in disputes between the Group and the relevant tax authorities. Uncertain tax positions are based on the most likely outcome of the tax liability based on information that is available. Due to the level of estimation and judgements required in determining tax provisions, amounts that may eventually become payable may differ from provisions and liabilities recognised. Refer to Note 29.
  • Estimates made in determining the level of provision required for obsolete inventory. Inventory obsolescence is determined by reference to the risk profile of a vendor which considers the age of the inventory, the ability to rotate stock, the turnover of the stock and any other extenuating circumstances that management is aware of (refer to Note 15).
  • Estimates are made in determining the amount or timing relating to restructuring, legal claims, pension and dilapidation obligations. Refer to Note 26 for uncertainties disclosed for each of the categories listed.
  • The Group recognises cash and equity-settled share-based payment expenses from its various share incentive schemes and exercises judgements when calculating these expenses. Expenses are generally based on the fair values of awards granted to employees. Fair value is measured using appropriate valuation and option pricing models, where applicable. The values assigned to the key assumptions used in the valuation models for the Group's share incentive schemes are disclosed in Note 2.
  • Estimates are utilised when measuring the expected credit losses ("ECLs") which are applied to determine the provision recorded against the gross value of trade receivables (refer to Note 16). The Group applies the simplified approach as permitted by IFRS 9 when providing for ECLs on trade receivables and contract assets. Factors which are considered for each of the operating segments are as follows:

– For Logicalis International and Logicalis Latin America

  • A loss allowance is recognised for all trade receivables, and is monitored at the end of each reporting period. To measure the ECL, the trade receivables have been grouped based on shared credit risk characteristics into common ageing buckets. The historic loss rates are calculated for each ageing category from current to two years. The calculated historic loss rates are adjusted for identified forward-looking factors per ageing bucket for each risk category.
  • Management may make further adjustments to the ECL to consider specific event risk where there is uncertainty in respect of the model's ability to capture conditions due to inherent limitations of modelling; for example, when a trade receivable has been placed under liquidation and proceedings are at a stage that a reliable estimate of non-recoverability can be made. These specifically identified trade receivables are removed from the ECL buckets when modelling the remainder of the trade receivables.

– For Westcon International

  • In measuring lifetime ECLs, past experience is considered to be the most significant predictor to determine historic write-off rates for trade receivables that reach different ageing categories that fall past due. A provision is then created based on this experience being the estimated likelihood of a trade receivable being written off once it reaches the ageing bucket.
  • For higher-value receivables which are lower volume, the receivable is reviewed independently for recoverability. In making this assessment, management considers the age past due, the geography in which the customer resides, and the knowledge of the customer's situation based on the Group's discussions and dealings with particular customers. Further to the above customers located in a certain geography, or the deterioration in the Group's relationship, or discussions with a particular customer.
  • For lower-value receivables which are higher volume, Westcon International applies a percentage to the ageing buckets of these receivables. These percentages are derived by comparing the amounts ultimately written off in each ageing category to the total amount of customer receivables in each ageing category. Forward-looking information is assessed and included where material.

assessments, the Group considers forward-looking information such as known changes in the macroeconomic environment of

Critical judgements in applying accounting policies Agent vs principal (net vs gross revenue)

When deciding on the most appropriate basis for presenting revenue or related costs, both the legal form and the substance of the agreement between the Group and the counterparty are reviewed to determine each party's respective role in the transaction. The Group evaluates the following control indicators, among others, when determining whether it is acting as a principal or agent in transactions with customers, and therefore whether the recording of revenue is on a gross or a net basis: • the Group is primarily responsible for fulfilling the promise to provide the specified goods or service;

  • the Group has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer;
  • the Group has discretion in establishing the price for the specified good or service;
  • the Group is involved in determining product or service specifications; and
  • the Group has discretion in supplier selection.

Revenue from sales arrangements where the Group acts as agent is recognised on a net basis, and the commission or gross profit earned on these contracts is recognised as revenue.

In the process of applying the Group's accounting policies, the directors have made a judgement in determining that the Group is acting as an agent in the provision of vendor resold services and product maintenance sales and certain sales of software, as well as of cloud and software services.

For vendor resold services and product maintenance sales, a customer purchases a maintenance or service package from the Group that is delivered over time directly by the vendor. These service contracts are sold alongside but separately from the associated products, and the Group serves as the agent for the contract on behalf of the vendor. The Group's responsibility is to arrange for the provision of the specified service by the vendor, and the Group does not control the specified service before it is transferred to the customer. The Group therefore has no obligation to the customer in terms of the service or maintenance once the sale has been made.

The Group evaluates each arrangement of software licence sales to determine its performance obligation and appropriate recognition of revenue. The assessment of whether the Group acts as a principal or an agent is judgemental and requires a weighting of the evidence across the balance of the control indicators in reaching a conclusion. The Group deems the defining characteristic of each arrangement to be whether its material performance obligation is to deliver the solution or to arrange access to the solution. In those arrangements where the software service is delivered entirely by the vendor, or where the updates and cloud access are critical to the effectiveness of the solution and there is no material on-premise component to the solution, the Group will recognise revenue at the time of delivery on a net basis as the Group is acting as an agent in the transaction. In all other cases, the Group is deemed to be acting as principal and revenue is recognised on a gross basis.

Following recent changes in peer reporting, the Group has re-assessed the judgement for software licence sales as to whether Westcon International is primarily responsible for delivery. We consider the performance obligation has evolved for Westcon International as vendors have begun to deliver the solutions and therefore taken on the primary responsibility for fulfilling the promise. As such, we consider that Westcon International is an agent in these arrangements and this represents a change in accounting policy. The prior year results have been restated accordingly. For Logicalis, the primary responsibility can be with the vendor or with the Group depending on the nature of the arrangements (including bundled arrangements) which is unchanged and, therefore, the accounting for this remains the same as previous years. Refer to Note 1.

for the year ended 28 February 2025

Multi-year contract revenue recognition

The Group enters into multi-year contract arrangements, predominantly for the sale of software licences, SaaS and maintenance products which allow for periodic billing to the customer over the term of the arrangement. The terms offered to customers on these deferred billing plans include back-to-back arrangements where the Group benefits from a similar billing profile from its vendors, as well as asynchronous arrangements. The contracts are non-cancellable by the Group or the customer other than in specific circumstances. The assessment of when revenue should be recognised in these arrangements requires considerable judgement of the individual factors.

Amounts receivable for multi-year contracts and the associated accrued costs of the contract from the vendor are recorded on the statement of financial position in line with IFRS 15 Revenue from Contracts with Customers ("IFRS 15"). The current portion of amounts receivable is included in Note 16 and the non-current portion is included in Note 19.1; while the current portion of accrued costs is included in Note 23 and the non-current portion is included in other non-current liabilities. The amounts are recorded gross on the statement of financial position (discounted to present value where material), since the Group is contractually entitled to, and obligated for, the gross cash flows and no contractual right of offset exists.

IFRS 16 – Leases

The Group applies judgement in determining the lease term by considering all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option and whether it is reasonably certain that options will be exercised by considering factors such as how far in the future an option occurs, the Group's business planning cycle and past history of terminating/not renewing leases. Extension options (or periods after termination options) are included in the lease term if it is reasonably certain that the lease will be extended (or not terminated).

Judgement in determining if financial assets should be derecognised

The Group applies judgements in the determination of whether its financial assets should be derecognised. The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or have been transferred and the Group has transferred substantially all the risks and rewards of ownership of the asset to another entity. Refer to the accounting policy on Financial instruments, (c) Derecognition of financial assets for further information.

Judgement in determining the starting point of the tax rate reconciliation

The tax rate reconciliation uses the 27% South African statutory rate as a starting point. The Group operates in over 50 countries and the head office is based in South Africa. Datatec Limited is listed on the JSE and the majority of the Group's shareholders are based in South Africa. If a weighted average tax rate were to be used, the starting point would change every year, making comparability difficult. The South African statutory rate is therefore deemed to be the most appropriate starting point.

Basis of consolidation

The Group reports in US Dollars as the US Dollar is the functional currency in which the major part of the Group's trading is conducted, and it is consistent with the economic substance of most of the Group's transaction flows worldwide. Reporting in US Dollar also simplifies financial analysis and is more meaningful to global investors and shareholders, and for international benchmarking.

The translation for the Group components where the functional currency is not US Dollars, including the holding company, is performed as follows:

  • a. assets and liabilities are translated at the closing rate ruling at the date of each statement of financial position.
  • b. income and expense items for all periods presented are translated at a weighted average rate that approximates the ruling exchange rates at the dates of the transactions.

Exchange differences arising from the translations in (a) and (b) are recognised in other comprehensive income and accumulated in the foreign currency translation reserve.

c. the functional currency of the parent company is South African Rand. The share capital and share premium of the parent company are translated into US Dollars at the closing exchange rates. The exchange differences arising on this translation are recognised directly in equity and accumulated in non-distributable reserves.

The weighted average and closing exchange rates of the Group's material currencies are listed below:

Average US$exchange rates2025 Closing US$exchange rates2025 Average US$exchange rates2024 Closing US$exchange rates2024
British Pound/US$ 1.27 1.26 1.25 1.26
Euro/US$ 1.07 1.04 1.08 1.08
US$/Brazilian Real 5.60 5.89 4.94 4.97
US$/Australian Dollar 1.53 1.60 1.52 1.54
US$/Singapore Dollar 1.34 1.35 1.34 1.35
US$/South African Rand 18.33 18.71 18.62 19.18

The consolidated annual financial statements incorporate the financial statements of the Company and all enterprises controlled by the Company during the reporting period. The assessment of whether the Group has control over the investee is carried out at acquisition or inception in line with the requirements of IFRS 10 Consolidated Financial Statements ("IFRS 10").

  • Control is achieved when the Group:
  • has power over the investee;
  • is exposed, or has rights, to variable returns from its involvement with the investee; and
  • has the ability to use its power to affect returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there may have been changes to one or more of the elements of control. Total comprehensive income of subsidiaries is attributable to the owners of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Accounting policies of subsidiaries are consistent with the policies adopted by the Group. Subsidiaries may only have a different statutory reporting year-end if required by local regulations.

Business combinations

The acquisition of subsidiaries is accounted for using the acquisition method.

Acquisition method

The consideration for each acquisition is measured at the aggregate of the fair values at the date of exchange of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions of recognition under IFRS 3 Business Combinations ("IFRS 3") are recognised at their fair values at the acquisition date. Costs associated with the acquisition are expensed, and may include such costs as advisory, legal, accounting, valuation and other professional costs associated with the transaction.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in the consolidated statement of comprehensive income.

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

Non-controlling interests in the acquiree are initially measured at the non-controlling shareholders' proportion of the net identifiable assets acquired and liabilities and contingent liabilities assumed.

Non-controlling shareholders are treated as equity participants; therefore, all acquisitions of non-controlling interests or disposals by the Group of its interests in subsidiaries, where control is maintained subsequent to the disposal, are accounted for as equity transactions. Consequently, the difference between the fair value of the consideration transferred and the carrying amount of a noncontrolling interest purchased or disposed of, is recorded in equity. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity.

The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Additionally, the proportionate share of the cumulative amount of the exchange differences recognised in other comprehensive income is transferred within equity between foreign currency translation reserve and non-controlling interest.

for the year ended 28 February 2025

Foreign currency transactions

The Group operates in various countries with various functional currencies. Transactions in currencies other than the functional currency are initially recorded at the rates of exchange ruling on the dates of the transactions. At each reporting date, assets and liabilities denominated in currencies other than the functional currency are translated at the rates prevailing at the reporting date. Profits and losses arising on such translations are recognised in profit or loss, except for unrealised profits or losses on exchange arising from equity loans, which are accumulated in the foreign currency translation reserve until the loan is derecognised, at which time it is reclassified to profit or loss. The equity loans are included in the net investments of foreign operations. Foreign exchange differences on taxes are accounted for in other comprehensive income in the statement of comprehensive income and included in foreign gains/losses.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation, and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

Property, plant and equipment

Owned assets

All property, plant and equipment have been measured at cost less accumulated depreciation and any recognised impairment loss except land, which is shown at cost less any recognised impairment loss. Depreciation is calculated based on cost using the straightline method over the estimated useful lives of the assets less their residual value. Estimation of the useful economic life includes an assessment of the expected rate of technological developments and the intensity at which assets are expected to be used based on historic usage of similar property, plant and equipment. Revision of the useful life is considered annually and if there are significant changes to the initial usage assumptions.

The basis of depreciation provided on property, plant and equipment is as follows:

Useful lives (years)
Office furniture and equipment 2 – 6
Motor vehicles 2 – 4
Computer equipment 2 – 6
Buildings 20
Leasehold improvements Shorter of useful life/period of the lease

Land and buildings comprise mainly warehouses and offices. Software purchased to support the Group's back office, accounting and customer relationship functions that are an integral part of the hardware, is included in computer equipment and is depreciated over its expected useful life.

All assets' residual values and useful lives are reviewed at each reporting date and any changes to these estimates are accounted for on a prospective basis.

Leasing

Leases as a lessee

Right-of-use assets

The Group leases various property, plant and equipment. Rental contracts are typically entered into for fixed periods but may have extension options. The Group assesses whether it is reasonably certain to exercise an extension option, or not to exercise a termination option and accordingly determine the lease term. Lease terms are negotiated on an individual basis and contain a range of terms and conditions.

The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

Items of low value have been determined based on the nature of the assets. Similar items are categorised and assessed to determine whether such items are considered to be low value. Low-value items include assets such as laptops and phones. The assessment of "low value" for a leased asset is to be made on the basis of the value of an asset when it is (or was) new, regardless of whether the actual asset being leased is new. Additionally, the assessment is made regardless of whether the leased asset is material to the lessee.

The right-of-use asset is measured initially at cost, and subsequently at cost less any accumulated depreciation and impairment losses. Impairment losses are determined in accordance with IAS 36 Impairment of Assets ("IAS 36") (refer to the impairment policy below). Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

Lease liabilities

The lease liability is measured initially at the present value of the future lease payments, discounted at the Group's incremental borrowing rate, unless the rate implicit in the lease is readily determinable. The lease liability is subsequently increased by lease finance charges and decreased by lease payments made. Lease finance charges are amortised over the duration of the underlying leases, using the effective interest method. Incremental borrowing rates have been determined based on country-specific factors, and vary across the Group.

Leases as a lessor

Amounts due from lessees under finance leases are recognised as receivables at the amount of the net investment in the lease, which is determined by discounting the gross investment in the lease at the interest rate implicit in the lease or the entities' cost of borrowing. The gross investment in the lease is the aggregate of the minimum lease payments accruing to the lessor. Finance lease income is allocated to accounting periods using the effective interest rate method.

Capitalised development expenditure

An intangible asset arising from internal development (or from the development phase of an internal project) is recognised only if the Group can demonstrate all of the conditions as described in IAS 38 Intangible Assets ("IAS 38").

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends and has sufficient resources to complete the development and use the asset. The expenditure that is capitalised includes the cost of internal and external labour charges. Expenditure that enhances or extends the performance of intangible assets beyond their original specifications is recognised as a capital improvement and is capitalised to the original cost of the assets.

Capitalised development assets are amortised using the straight-line method over their useful lives, which generally do not exceed seven years. The estimation of useful lives of capitalised development assets is based on the term of the initial software licences or expectations about the future use after considering technological developments.

All other expenditure on research activities is recognised as an expense in the period in which it is incurred.

The Group assesses whether cloud computing arrangements including software licences should be capitalised on a case-by-case basis. In circumstances where the Group does not have control over the software and therefore does not have the power to obtain the future economic benefit from the resource, the costs related to the cloud computing arrangement are expensed rather than capitalised. However, if the Group has control over the software and can obtain future economic benefits from it, then it will be capitalised, in accordance with IAS 38.

Other intangible assets

Other intangible assets include those intangible assets acquired and identified as part of a business combination, and software acquired separately. An intangible asset acquired in a business combination is recognised separately when it meets the recognition criteria in terms of IAS 38. Intangible assets acquired as part of a business combination are capitalised at fair value on the acquisition date, whereas purchased intangible assets are capitalised at cost.

Other intangible assets are amortised using the straight-line method over their useful lives. Factors considered in estimating the useful life of an intangible asset include:

  • legal, regulatory or contractual provisions that may limit or extend the useful life;
  • the effects of obsolescence, demand, competition, and other economic factors;
  • the expected useful lives of related assets;
  • the expected use of the intangible asset by the Company;
  • the level of maintenance expenditures expected;
  • the expected retention period of customers; and
  • the expected completion date of the backlog projects.

for the year ended 28 February 2025

The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Useful lives (years)
Trademarks, customer and vendor relationships Maximum of 10
Software 2 – 6

Intangible assets which do not meet the criteria listed above are recognised as expenses in the period in which they are incurred.

An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in profit or loss.

Goodwill

Goodwill represents the excess consideration transferred for an acquisition over the fair value of the Group's share of the net identifiable assets of the acquiree at the date of acquisition. For the purpose of impairment testing, goodwill is allocated to each of the Group's CGUs expected to benefit from the synergies of the business combination and is measured and managed at an operating segment level. Goodwill is carried at cost less accumulated impairment losses.

The Group annually reviews the carrying amounts of goodwill for impairments. The recoverable amounts of the goodwill are estimated in order to determine the extent, if any, of the impairment loss. Impairment tests are conducted annually or more frequently when an indication of impairment exists on goodwill attributed to the CGUs. An impairment loss is recognised in profit or loss if the carrying amount of an asset or CGU exceeds its recoverable amount. The recoverable amount of a CGU is the higher of its value-in-use and its fair value less costs of disposal. In assessing value-in-use and fair value less costs of disposal, the estimated future cash flows associated with budgeted and forecast results are discounted to their present value using an appropriate discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining the recoverable amount of goodwill, the Group obtains external valuations to support the impairment test of the CGU. Determining whether goodwill is impaired requires an estimate of the recoverable amount of the CGUs to which goodwill has been allocated. The recoverable amount calculation requires the entity to estimate the future cash flows expected to arise from the CGU and a suitable discount rate in order to calculate present value. The impairment review is therefore conducted by reference to a discounted cash flow model applied to the underlying CGU, including the carrying value of goodwill, to ensure that the business remains profitable and cash-generative, and that it supports the ongoing recognition of the goodwill.

If the recoverable amount of the CGU is less than the CGU's carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata, based on the carrying amount of each asset in the unit.

Investments in associates and joint ventures

The results and assets and liabilities of associates and joint ventures are incorporated in the Group's consolidated annual financial statements using the equity method of accounting, and are recognised initially at cost.

The Group's investment in associates and joint ventures includes goodwill identified on acquisition, net of any accumulated impairment losses. The consolidated annual financial statements include the Group's share of post-acquisition accumulated profits or losses of associated companies and joint ventures in the carrying amount of the investments.

Impairment

At each reporting date, or more frequently when an indication of impairment exists, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. The recoverable amount is the higher of fair value less costs to sell and value-in-use.

If the recoverable amount of an asset or CGU is estimated to be less than its carrying amount, its carrying amount is reduced to its recoverable amount. Impairment losses are recognised as an expense immediately in profit or loss.

Inventories

Inventories, comprising spares/maintenance inventory, finished goods and merchandise for resale, are measured at the lower of cost and net realisable value and are valued mainly on the weighted average cost basis.

Contract work-in-progress is recognised over time according to the percentage of work completed, which aligns to the percentage of the performance obligation performed over time as tracked by reference to the milestones for each contract.

Financial instruments

Financial instruments are valued at either:

  • fair value through profit and loss ("FVTPL"); or
  • amortised cost.

The Group determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Group's business model for managing financial assets and their contractual cash flow characteristics. Financial liabilities are measured at amortised cost unless they are required to be measured at FVTPL (such as derivatives).

a. Classification and measurement

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments, and are initially measured at fair value. In addition, for financial reporting purposes, fair value measurements are categorised into level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, the inputs are described as follows:

  • level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
  • level 2 are inputs other than quoted prices included within level 1, that are observable for the asset or liability, either directly or indirectly; and
  • level 3 are inputs for the asset or liability that are not based on observable market data (unobservable inputs).

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent that it is available for its level 2 financial instruments.

Foreign exchange gains and losses

  • For financial assets measured at amortised cost that are not part of a designated hedging relationship, exchange differences are recognised in profit or loss in the operating costs line item;
  • For financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange differences are exchange gains and losses which, when realised, are recognised in profit or loss in the cost of sales line item; and
  • For financial assets and liabilities designated in a cash flow hedge accounting relationship, exchange differences are recognised future cash flows affect profit or loss.

recognised in profit or loss in the operating costs line item unless they form part of the Group's approach to managing foreign in other comprehensive income and then to the profit or loss in the same period or periods during which the hedged expected

Derivative instruments

The Group enters into derivative financial instruments to manage its exposure to foreign exchange rate risk and interest rate risk, including forward exchange contracts, interest rate swap agreements and foreign currency options. Further details of derivative financial instruments are disclosed in Note 31.

The Group initially recognises derivative instruments as either non-designated derivatives or designated cash flow hedge derivatives, where an effective hedge relationship has been established.

Derivative instruments are recognised at fair value at the date a derivative contract is entered into and subsequently remeasured to their fair value at each reporting date.

For non-designated derivatives subsequent fair value measurement is recognised immediately in profit and loss.

In the case of designated cash flow hedge derivatives, the Group recognises the effective portion of the fair value changes in the cash flow hedge reserve in other comprehensive income. Amounts in the cash flow hedge are subsequently reclassified to profit and loss as part of cost of sales.

(Refer to Note 31 for a detailed description of the Group's hedging strategy).

Corporate governance reports

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for the year ended 28 February 2025

A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the consolidated annual financial statements unless the Group has both legal right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months.

Other derivatives are presented as current assets or current liabilities.

Bonds

Bonds with a fixed maturity date are classified as financial assets at amortised cost and are measured using the effective interest method.

Trade receivables

Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, when they are recognised at fair value. The Group holds the trade receivables with the objective of collecting the contractual cash flows, and therefore measures them subsequently at amortised cost using the effective interest method. Details about the Group's impairment accounting policies and the calculation of the loss allowance are provided below.

Cash resources

Cash resources are initially measured at fair value. Cash resources include cash on hand, deposits held on call with banks, and other short-term highly liquid investments with original maturities of three months or less, and are measured at amortised cost using the effective interest method. Cash resources are included in cash and cash equivalents in the statement of cash flows (refer to Note 36).

Borrowings

Borrowings are initially recorded at fair value, net of direct issue costs, and are subsequently measured at amortised cost using the effective interest method. Finance charges, including premiums payable on settlement or redemption, are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

Bank overdrafts

Bank overdrafts are initially recorded at fair value, net of direct issue costs, and are subsequently measured at amortised cost using the effective interest method and are accounted for as financial liabilities. All bank overdrafts are presented in current liabilities on the statement of financial position (refer to Note 28).

Cash flows on bank overdrafts repayable on demand under certain conditions are classified as financing activities in the statement of cash flows (refer to Note 36). Cash flows on bank overdrafts are reported on a net basis in the statement of cash flows as the receipts and payments are large amounts with quick turnover and short maturities.

Bank overdrafts that are unconditionally repayable on demand are classified as cash and cash equivalents in the statement of cash flows (refer to Note 36).

Trade and other payables

Trade and other payables (excluding the short-term portion of share-based payments), are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method.

Other receivables

Financial assets, other than those that are disclosed above, are measured at amortised cost using the effective interest method.

Acquisition-related liabilities

Acquisition-related liabilities represent purchase considerations owing in respect of acquisitions. The purchase considerations are to be settled with the vendors in cash or shares on achievement of agreed performance criteria. The amounts owing are interest free.

Acquisition-related liabilities are classified as financial liabilities designated at fair value through profit or loss except where the option portion is fixed, in which case they are classified as financial liabilities at amortised cost.

They are classified as level 3 financial instruments, whose fair value measurements are derived from inputs that are unobservable for the liabilities. Movements are presented in the statement of comprehensive income as acquisition-related fair value adjustments. Refer to Note 25.

Equity instruments

Equity instruments issued by the Company are recorded as the proceeds are received, net of the direct issue costs. Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12 Income Taxes ("IAS 12").

Interest income

Interest income mainly arises from bank and other deposits. Interest income is recognised using the effective interest method for debt instruments measured subsequently at amortised cost. For financial assets other than purchased or originated credit assets, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

b. Impairment of financial assets

The Group recognises an expected credit loss allowance for all debt instruments not held at fair value through profit or loss.

The simplified approach has been applied to trade receivables and contract assets as permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of trade receivables and contract assets. The Group assesses, on a forward-looking basis, the ECL, defined as the contractual cash flows and the cash flows that are expected to be received associated with its assets at amortised cost.

Trade receivable and contract assets

To measure the ECLs, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due for Logicalis International and Logicalis Latin America. The contract assets relate to unbilled work-in-progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts.

The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

During this process, the probability of the non-payment of the trade receivables and contract assets is assessed.

• In assessing the ECL, the location of customers as well as their global presence is considered in the calculation. Typically, when these customers are in default it is due to disputes over the provision of a good or service, or billing technicalities, and not due

  • This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime ECL for the trade receivables and contract assets.
  • The ECL model applies a percentage based on an assessment of historical default rates and certain forward-looking information, against receivables and contract assets that are grouped into certain age brackets.
  • to a credit risk due to an inability to settle their accounts.
  • The forward-looking information that is incorporated includes:
  • customer management are likely to be compromised.

– emerging or anticipated changes in the macroeconomic environment where a customer is located; for example, geographies where there are sensitive fluctuations to foreign currency rates and/or where the customer debt is in a volatile currency; and – anticipated changes in the ownership or management of a customer which is in default, or where long-term relationships with

This method for calculating a provision is further supplemented by a specific review against higher-value and aged trade receivables where there are other more specific risk factors identified from publicly available information such as insolvency proceedings. Other specific risk factors considered in this assessment are the age past due of the receivable, the probability of default by reference to past experience, the extent to which the customer is engaging in discussions to settle the debt, or conversely, whether there is an ongoing dispute as well as the macroeconomic environment of the geography/market in which the customer is located.

For trade receivables, which are reported net, such ECLs are recorded in a separate ECL account, with the profit or loss being recognised within profit from operating activities in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated ECL.

Factors which are considered for each of the operating segments are as follows:

• For Logicalis International

  • A loss allowance is recognised for all trade receivables, in accordance with IFRS 9, and is monitored at the end of each
  • been placed under liquidation and proceedings are at a stage that a reliable estimate of non-recoverability can be made. receivables.

reporting period. To measure the ECLs, the trade receivables have been grouped based on shared credit risk characteristics and into common ageing buckets. The historic loss rates are calculated for each ageing category from current to two years. The calculated historic loss rates are adjusted for identified forward-looking factors per ageing bucket for each risk category. – Management may make further adjustments to the ECL to consider a specific event risk where there is uncertainty in respect of the model's ability to capture conditions due to inherent limitations of modelling; for example, when a trade receivable has These specifically identified trade receivables are removed from the ECL buckets when modelling the remainder of the trade

• For Logicalis Latin America

– A loss allowance is recognised for all trade receivables, in accordance with IFRS 9, and is monitored monthly and at the end

  • of each reporting period. To measure the ECLs, the trade receivables are analysed on an individual basis and a specific allowance is used when there is objective evidence.
  • The customer credit data is analysed on a monthly basis in order to use this information for the estimation of ECL on a monthly and annual basis, or whenever relevant events or situations related to credit risk so warrant.

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Financial results

for the year ended 28 February 2025

• For Westcon International

– In measuring ECLs, past experience is considered to be the most significant predictor to determine historic write-off rates for trade receivables that reach different ageing categories that fall past due. For higher-value receivables which are lower volume, the receivable is reviewed independently for recoverability. In making this assessment, management considers age past due, the geography in which the customer resides, and the knowledge of the customer's situation based on the Group's discussions and dealings with particular customers. Further to the above assessments, the Group considers forward-looking information, such as known changes in the macroeconomic environment of customers located in a certain geography or the deterioration in the Group's relationship or discussions with a particular customer.

Write-off policy

When the customer is in severe financial difficulty and there is no prospect of recovering the debt, and every effort to collect a customer receivable balance has been exhausted, the balance is written off, with approval required through the matrix of authorities defined by each operating segment. A write-off will only be approved if there is no realistic prospect of recovery; for example, when a customer is in liquidation or subject to bankruptcy proceedings.

c. Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or have been transferred, and the Group has substantially transferred all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor substantially retains all the risks and rewards of ownership and continues to control the transferred asset, the Group continues to recognise the financial asset to the extent of its continuing involvement in the financial asset, and an associated liability for amounts it may have to pay. If the Group substantially retains all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

Logicalis International and Logicalis Latin America enter into various invoice factoring arrangements with third-party finance houses. Where the arrangement signed with the third party is without recourse, the account receivable and related debt are derecognised. Refer to Note 23.

Westcon International has a significant invoice assignment with recourse facility with a funder that provides working capital secured against the assignment of certain trade receivables to the funder. In these arrangements, the trade receivables are not derecognised because the substantial risks and rewards of ownership are retained by Westcon International. In particular, Westcon International continues to incur the risk of default and any credit losses by a customer, including the withdrawal of funding where a customer invoice falls more than 60 days past the due date. Westcon International retains the control of the customer relationship and all credit collection activity. The funder is unable to sell the receivable unilaterally. Refer to Notes 15 and 24. Westcon recognises a separate financial liability on the consolidated statement of financial position for the amounts advanced by the funder, less any amounts already repaid. In the consolidated statement of cash flows, the cash receipts from customers are accounted for in operating activities and the cash flows relating to the facility are reflected in cash flows from financing activities.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

d. Derecognition of financial liabilities

The Group derecognises a financial liability (or a part of a financial liability) from its consolidated statement of financial position when, and only when, it is extinguished - i.e. when the obligation specified in the contract is discharged or cancelled, or expires. An exchange between an existing borrower and lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability or a part of it (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

Prepayments

Prepayments mainly represent prepaid vendor costs on services that are recognised over time where the cost of providing the service is deferred over the same time period. These items are all measured at amortised cost.

Other receivables

Other receivables include accrued income and claims/refunds due for other tax as well as rebates due (from vendors according to vendor rebate programmes). Accrued income arises on certain contracts where a deferred timetable for billing a customer has been agreed. These items are all measured at amortised cost.

Provisions

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring and not associated with the ongoing activities of the entity.

Provisions for dilapidations and asset retirement obligations are recognised when the Group has a present obligation to return modified or utilised assets to a specified standard. Provisions for dilapidations and asset retirement obligations are measured at the directors' best estimate of the expenditure required to settle the obligation at the reporting date, and are discounted to present value using the entities' cost of borrowing where the effect is material.

Provisions for legal claims and costs, VAT/sales tax, onerous contracts and other provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are not recognised for future operating losses. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period.

Taxation

The taxation expense in the consolidated statement of comprehensive income represents the sum of the current taxation and deferred taxation. Current taxation comprises tax payable, calculated on the basis of the expected taxable income for the year, using the tax rates enacted or substantially enacted at the statement of financial position date, and any adjustment of tax payable for previous years.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Group's consolidated annual financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable income will be available against which deductible temporary differences can be utilised.

Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In certain jurisdictions, goodwill relating to business combinations is tax deductible. Deferred tax liabilities for taxable temporary differences relating to goodwill are recognised to the extent they do not arise from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying value of deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised, or the liability is settled, or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date. Deferred tax is charged or credited in profit or loss, except when it relates to items that are recognised in other comprehensive income or directly in equity, in which case the deferred tax is also dealt with in other comprehensive income or equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for a business combination.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities, and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Corporate governance reports

Responsible Business reports

Financial results

for the year ended 28 February 2025

Revenue

The Group's revenues result primarily from the sale of various technology products and services.

Recognition

Revenue is recognised based on the completion of performance obligations and an assessment of when control, over the specified good or service being provided, is transferred to the customer in accordance with IFRS 15. The following indicators are used by the Group in determining when control has passed to the customer:

  • the Group has a right to payment for the product or service;
  • the customer has legal title to the product;
  • the Group has transferred physical possession of the product to the customer;
  • the customer has the significant risk and rewards of ownership of the product; and
  • the customer has accepted the product or service.

The Group has standard terms and conditions for customer sales that are tailored to suit individual contracts. A contract is therefore deemed to be in place upon submission of a purchase order (or evidence of buying request) from the customer. Alternatively, fulfilment of an order by the Group is deemed to represent a contract per the standard terms and conditions. The contract in place with the customer per the above will include a sales price that is fixed or readily determinable.

Products sold by the Group are delivered via shipment from the Group's facilities, drop shipment directly from the vendor, or by electronic delivery of keys for software products. In the case of drop shipments from the vendor to its customers, the Group is generally responsible for negotiating the price both with the vendor and customer, payment to the vendor, establishing payment terms with the customer, product returns and has risk of loss if the customer does not make payment.

Measurement

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group provides volume rebates and other discounts to certain customers which are considered variable consideration. Sales are recorded net of such discounts, rebates and returns, which historically have not been material. Tariffs are included in sales as the Group has enforceable rights to additional consideration to cover the cost of tariffs. Other taxes imposed by governmental authorities on the Group's revenue-producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales.

Contracts are assessed individually to determine whether the products and services are distinct; i.e. the product or service is separately identifiable from the other promises in the contract with the customer and whether the customer can benefit from the goods or services either on its own or together with other resources that are readily available. The consideration is allocated between the goods and services in a contract based on management's best estimate of the standalone selling prices of the goods and services.

A receivable is recognised by the Group when the goods are delivered as this represents the point in time at which the right to consideration becomes unconditional, and only the passage of time is required before payment is due. Payment terms are on a customer-by-customer basis, but there are no financing components or, where there are, these are accounted for separately based on the financing component, which can be separately established. Discounts are agreed with suppliers and passed on to a client; this is treated as a reduction in both the cost of the item and, consequently, to the standalone selling price of that item.

When a contract results in payments received from customers in advance of fulfilling the performance obligation, a contract liability is recognised. Similarly, when the performance obligation has been fulfilled and the customers have not been invoiced, a contract asset is recognised.

Types of revenue

The Group principally generates revenue from providing the following goods and services.

Revenue from product sales:

  • Revenue from sales of hardware
  • Revenue from sales of software
  • Revenue from vendor resold services and product maintenance sales

Revenue from services:

  • Revenue from professional services
  • Revenue from other services

Revenue from annuity services:

  • Revenue from cloud services
  • Revenue from software services
  • Revenue from other services

In recognising revenue, the practical expedient in IFRS 15, paragraph 63 is applied as at inception in contracts with customers the period between the recognition of revenue and expected payment date is always less than one year.

Revenue from product sales

Revenue from sales of hardware

Revenue is recognised at a point in time when control passes to the customer, being when the goods are delivered to the customer per the chosen shipment method.

Revenue from sales of software

Revenue from sales of software represents the resale of software licencing for Westcon International, Logicalis International and Logicalis Latin America and SaaS related to Logicalis International and Logicalis Latin America. The Group's performance obligation is met when the software licence(s) is passed over to the customer (this may be, for instance, when licence keys are handed to the customer or when a contract representing the licence is assigned dependent on the applicable deal), and as such, revenue is recognised at a point in time where the right to access the licencing product has transferred to the customer.

Revenue from vendor resold services and product maintenance sales

The Group sells maintenance contracts on behalf of its vendors which are accounted for on a net basis because the Group is acting as an agent. The commission or gross profit earned on these sales is recognised as revenue.

A maintenance package is sold alongside hardware or software products. The Group's responsibility is to arrange for the provision of the specified service by the original equipment manufacturer/vendor, and the Group does not control the specified service before it is transferred to the customer. Westcon International therefore has no obligation to the customer in terms of the service or maintenance once the sale has been made and revenue is recognised at a point in time once the maintenance contract start date is initiated.

Revenue from services

Revenue from professional and other services

The Group earns revenue from professional service contracts with customers. These include for example supply chain management, professional, education and other support services. These services are levied on a fixed fee or time and materials basis.

Support and embedded support services provide remote or on-site support to customers over a contract term which may include sparing or advanced hardware replacement. In most cases, revenue is recognised over time on a straight-line basis to represent the fulfilment of the service over the contractual period. In some cases, revenue is recognised on a milestone basis if the support contract is incident/ticket/pay-as-you-go based.

For professional services, revenue is recognised at a point in time when the service is complete, or at multiple points in time where the service is milestone-based. In these contracts, customers gain immediate use of the output of the service once the professional service has been rendered.

Where recorded revenue exceeds amounts invoiced to clients, the excess is classified as contract assets and where recorded revenue is less than the amounts invoiced to clients, the difference is classified as contract liabilities.

Revenue from annuity services

Revenue from cloud services

Cloud services are recognised over time when acting as principal in a manner reflecting the delivery of the service and at a point in time when acting as an agent, depending on the nature and scope of the contract.

Revenue from software services

The Group sells cloud computing solutions which include IaaS and SaaS related to Westcon International. The Group recognises revenue for cloud computing solutions at the time of delivery, being the point in time when control passes, and on a net basis as the Group is acting as an agent in the transaction.

Software application and development

The Group sells software application and development to its customers based on requirements set by the customers in each respective contract. The Group recognises the revenue on a principal basis over time using the input method, i.e., costs incurred as a percentage of the total estimated costs. When a contract results in payment received from customers in advance of fulfilling the performance obligation, a contract liability is recognised, similarly, when the performance obligation has been fulfilled and the customers have not been invoiced, a contract asset is recognised.

Corporate governance reports

Responsible Business reports

Financial results

for the year ended 28 February 2025

Revenue from other annuity services

The Group provides annuity services to perform the specified service over a specified period of time. The specified service would comprise a single series of services that are transferred to the client over the agreed period. Annuity services performed by the Group relate primarily to the provision of managed IT and cloud and in-house maintenance services, and are recognised as the customer simultaneously receives and consumes the benefit of the services provided. Annuity services are recognised over time and equally over the life of the annuity service.

Included in revenue from annuity services is Logicalis International and Logicalis Latin America's vendor resold services as the revenue stream is directly related to the generation of recurring revenue.

Net revenue vs gross revenue recognition

Revenue from sales arrangements where the Group acts as agent is recognised on a net basis and the commission or gross profit earned on these contracts is recognised as revenue.

When deciding on the most appropriate basis for presenting revenue or related costs, both the legal form and the substance of the agreement between the Group and the counterparty are reviewed to determine each party's respective role in the transaction. Refer to critical judgements in applying accounting policies for the judgements applied in deciding whether the Group is acting as an agent or a principal.

Finance costs

Finance costs include the borrowing costs on bank overdrafts and trade finance, finance leases and debt issuance costs which are recognised in profit or loss using the effective interest method.

Share-based payments

The Group issues equity-settled and cash-settled share-based incentives to certain employees.

Equity-settled share-based payments are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest, and adjusted for the effect of nonmarket-based vesting conditions. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payments reserve.

For cash-settled share-based payments, the liability for the fair value of all unexercised share rights which are expected to vest is determined initially at grant date and then revalued at each reporting date and amortised over the applicable vesting period.

Fair value is measured by independent experts using appropriate pricing models. The expected life used in the models has been adjusted, based on the directors' best estimate, for the effects of non-transferability, exercise restrictions and exercise behavioural considerations.

Deferred bonus warrants

The deferred bonus warrant ("DBW") consists of a short-term incentive ("STI") in the form of shares which are held in escrow for the benefit of participants. The Company co-investment is awarded as share appreciation rights ("SARs"). The SARs are awarded at market value using the same price applicable to purchase the deferred shares.

Executive directors (CEO and CFO) and two senior Group executives participate in this scheme, provided the minimum STI levels are achieved as indicated above. The mandatory deferral percentage in the DBW (if the bonus exceeds 50% of target) is 20%. The maximum deferral percentage is 50%. The number of SARs to be awarded is based on an actuarial calculation of their value relative to the current share price.

Vesting period

A holding period of two additional years will follow the vesting period of three years for the share element. The SARs are subject to a four-year exercise period commencing on the vesting date and will be subject to a two-year holding period post vesting.

No prospective performance conditions apply, but performance is an entry qualification requirement. Further performance alignment via share price appreciation before the SARs will be exercisable.

Dividends will accrue on the shares purchased by participants using their STI and these dividends must be taken in the form of shares (provided the Company offers a scrip alternative) while the shares are held in escrow to the end of the holding period. No dividends will accrue on the SARs during the exercise period.

The DBW will be non-dilutive to shareholders as it will be settled by purchasing shares in the market.

In the case of termination ("good leaver"), an executive will retain all the shares which he had deferred into the DBW and will retain a portion of the SARs which have been granted but not yet vested. The proportion will be determined pro rata, relative to the time of the vesting period which has elapsed up to the termination date. The terminated executive will continue to hold the reduced number of awards until the vesting date when they will vest along with the other grants in accordance with the rules of the scheme and be exercised within one year. SARs which have vested but not been exercised at the termination date must be exercised within one year thereof.

In the case of termination ("bad leaver"), all unvested awards are forfeited. This includes the bonus shares (the employee's deferred STI element) and the co-investment from the Company awarded in the form of SARs within the three-year vesting period. In addition, such executives will be required to repay all dividends (pre-tax value) earned from the award date under the DBW. All unvested (deferred shares and SARs) and vested but unexercised SARs are forfeited. In addition, such executives will be required to repay all dividends (pre-tax value) earned from the award date on the shares.

Pension scheme arrangements

Certain subsidiaries of the Group make contributions to various defined contribution retirement plans on behalf of employees, in accordance with the local practice in the country of operation. These contributions are charged against profit or loss as incurred.

The Group has no liability to these defined contribution retirement plans other than the payment of its share of the contribution in terms of the agreement with the funds and employees concerned, which differs from country to country.

Related parties

Related-party transactions constitute the transfer of resources, services or obligations between the Group and a party related to the Group, regardless of whether a price is charged. For the purposes of defining related-party transactions with key management, key management has been defined as directors and the Group's Executive Committee and includes close members of their families and entities controlled or jointly controlled by these individuals.

Use of non-IFRS financial measures

The Group uses certain measures to assess the financial performance of the business. Certain of these measures are termed "non-IFRS measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. The non-IFRS measure is EBITDA. An explanation of the relevance of the measure, and a reconciliation of this measure to the most directly comparable measure in prior period, is provided below and in the relevant notes.

EBITDA

EBITDA is defined as operating profit before finance interest, tax, depreciation and amortisation.

The Group includes EBITDA and EBITDA margin because these are key measures that the Company's management and Board of directors use to understand and evaluate its core operating performance and trends.

EBITDA is a core metric in the annual budget; and is used to develop short and long-term operational plans.

The Group calculates EBITDA margin as EBITDA divided by total revenue. All further references made to EBITDA will be in accordance with the definition stated above.

Corporate governance reports

Responsible Business reports

Financial results

Consolidated statement of comprehensive income

for the year ended 28 February 2025

2025US$'000NoteRevenue^13 639 673Cost of sales^(2 729 354) Restated^US$'0003 992 413862 236
(3 130 177)
Gross profit910 319 (670 290)(3 130)(2 950)
Operating costs3(657 487)
Net impairment of financial assets and contract assets16,19(4 921)
Restructuring costs3(10 837)
Share-based payments2(15 765) (8 277)
Operating profit before interest, tax, depreciation and amortisation
("EBITDA")221 309 177 589
Depreciation of property, plant and equipment3(14 673) (16 307)
Depreciation of right-of-use assets3(25 568) (27 938)
Amortisation of capitalised development expenditure3(10 709) (10 444)
Amortisation of acquired intangible assets and software3(10 469) (6 540)
Impairment of property, plant and equipment, right-of-use assets and capitaliseddevelopment expenditure(660)
Operating profit3159 230 116 360
Interest income417 608 13 749
Finance costs4(74 540) (68 715)
Share of equity-accounted investment earnings12.1— 251
Acquisition-related fair value adjustments— (143)
Other income362 62
Fair value gain on investments12.11 342 14 901
Profit before taxation104 002 76 465
Taxation5(34 720) (25 527)
Profit for the year69 282 50 938
Other comprehensive (loss)/income
Items that may be reclassified subsequently to profit or loss(19 910) (3 240)
Exchange differences arising on translation to presentation currency(25 073) (675)
Translation of equity loans(350) 55
Tax effects of other comprehensive income99 (167)
Movement on cash flow hedge5 319 (2 485)
Other items95 32
Total comprehensive income for the year49 372 47 698
Profit attributable to:
Owners of the parent59 179 45 801
Non-controlling interests10 103 5 137
69 282 50 938
Total comprehensive income attributable to:
Owners of the parent40 323 41 528
Non-controlling interests9 049 6 170
49 372 47 698
Earnings per share (US cents)
Basic6.225.7 20.4
Diluted6.324.9 19.7

^ Refer to Note 1.

* Included in revenue is US$2.1 million (FY24: US$10.7 million) from acquisitions made in the current year from the date of control.

Consolidated statement of financial position

as at 28 February 2025

Assets
Equity and liabilities
AssetsNon-current assets*926 418748 153621 117Goodwill7274 212280 512245 375Property, plant and equipment831 58735 82333 054Right-of-use assets970 71155 99156 248Capitalised development expenditure10.132 09633 70431 723Acquired intangible assets and software10.227 88021 40516 086Investments121 5004 5156 457Deferred tax assets1382 05883 90780 331Finance lease receivables1427 36032 04812 681Other non-current assets and contract assets*19.1,19.2379 014200 248139 162Current assets*3 046 8702 885 1833 005 148Investments121 0013 9594 677Inventories15269 788324 868411 059Trade receivables161 632 9731 488 8671 508 470Prepaid expenses*17168 247171 663186 107Other receivables18171 12084 27479 896Contract assets19.2178 061207 049202 566
gov
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Bus
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rep
orts
Current tax assets3332 90925 98119 390
Finance lease receivables148 6589 4878 300
Cash resources36584 113569 035584 683
Total assets3 973 2883 633 3363 626 265
Equity and liabilities
Equity attributable to equity holders of the parent520 938501 233472 009
Stated capital20155 683145 395138 091
Foreign currency translation reserve(172 958)(148 509)(147 110)Non-distributable reserves124 410127 350124 970
Share-based payments reserve9 02010 59810 458 res
Cash flow hedge reserve2 834(2 485)— ults
Distributable reserves401 949368 884345 600
Non-controlling interests73 66967 91160 331
Total equity594 607569 144532 340
Non-current liabilities*438 136268 586255 033
Long-term interest-bearing liabilities2136 36939 13841 624
Lease liabilities2253 36345 54845 412
Liability for share-based payments11 4204 2911 602
Liabilities under supplier finance arrangements252 336—— and
Acquisition-related liabilities1431431 061 ref
Deferred tax liabilities1326 33124 39829 366 ere
Deferred revenue2751 37943 38727 415 nce
Provisions269 4059 0768 860 s
Other liabilities*19.3247 390102 60599 693
Current liabilities*2 940 5452 795 6062 838 892Trade and other payables*232 186 0231 983 0362 041 226
Short-term interest-bearing liabilities24308 022402 256380 862
Lease liabilities2229 25526 24327 005
Liabilities under supplier finance arrangements2513 527——
Deferred revenue27152 711157 900160 806
Provisions2621 64514 24012 904
Acquisition-related liabilities—1 0812 803
Current tax liabilities3336 00331 87316 924
Bank overdrafts28193 359178 977196 362
Total equity and liabilities3 973 2883 633 3363 626 265

* Refer to Note 19.3.

Corporate

Responsible

Financial

Notices

Consolidated statement of changes in equity

for the year ended 28 February 2025

Stated capitalUS$'000 ForeigncurrencytranslationreserveUS$'000 NondistributablereservesUS$'000
Balance at 1 March 2023 138 091 (147 110) 124 970
Total comprehensive (loss)/income recognised for the year (1 399)
Profit attributable to the owners of the parent
Profit attributable to the non-controlling interests
Translation of equity loans 55
Movement on cash flow hedge
Tax on translation of equity loan (167)
Exchange differences arising on translation to presentation currency (1 287)
Other items
Translation of stated capital** (5 294) 5 294
Increase in non-controlling shareholding (785)
DBW shares*** granted during the year (717)
DBP shares*** vested during the year 797
Treasury shares (1 183)
Decrease in non-controlling shareholding (3 992)
Share-based payments vested 5 077
Dividend to non-controlling interests
Dividend to shareholders 8 624
Increase in non-controlling shareholding – divisional management incentive plans 1 863
Charge and settlement for equity-settled share-based payments
Balance at 29 February 2024 145 395 (148 509) 127 350
Total comprehensive (loss)/income recognised for the year (24 449)
Profit attributable to the owners of the parent
Profit attributable to the non-controlling interests
Translation of equity loans (350)
Movement on cash flow hedge
Tax effects of other comprehensive income 99
Exchange differences arising on translation to presentation currency (24 198)
Other items
Translation of stated capital** 2 770 (2 770)
Increase in non-controlling shareholding (172)
Disposals of subsidiariesDBW shares*** granted during the year —(1 326) —— ——
DBP shares*** vested during the year 2 805
Treasury shares (8 228)
Shares purchased under share repurchase program (4 093)
Share-based payments vested 4 572
Dividend to non-controlling interests
Dividend to shareholders 13 788
Increase in non-controlling shareholding - divisional management incentive plans 2
Charge and settlement for equity-settled share-based payments
Balance at 28 February 2025 155 683 (172 958) 124 410

** Non-distributable reserves relate to the translation of stated capital of the parent company and reserves recognised in the recording of changes in holdings of subsidiaries (changes in the holdings of subsidiaries that do not result in loss of control) amongst other items.

There were 3 774 605 treasury shares held by the Company as 28 February 2025 (FY24: 574 145 treasury shares). Refer to Note 20 for a reconciliation of the number of shares. Share issue expenses for the year were immaterial in FY25. These were accounted for in equity and are reflected as part of the dividend to shareholders.

*** During FY25, 0.7 million shares (FY24: 0.4 million shares) to the value of US$1.3 million (FY24: US$0.7 million) were purchased as treasury shares and issued to the DBW scheme participants (refer to Note 2). During FY25, 1.3 million shares to the value of US$2.8 million vested (FY24: US$0.8 million DBP shares vested). DBP and DBW shares are considered to be treasury shares for the Group and are added back to the Group's stated capital until the vesting conditions are met.

+ Cash flow hedge reserve

Included in the movement on the cash flow hedge is US$1.8 million that was recycled from the cash flow hedge reserve to profit or loss (net debit to profit or loss) as well as US$3.5 million credited to unrealised foreign exchange gains and losses.

TotalUS$'000 Non-controllinginterestsUS$'000 Equityattributable toequity holdersof the parentUS$'000 DistributablereservesUS$'000 Cash flowhedge reserve+US$'000 Share-basedpaymentsreserveUS$'000
532 340 60 331 472 009 345 600 10 458
47 698 6 170 41 528 45 833 (2 485) (421)
45 801 45 801 45 801
5 137 5 137
55 55
(2 485) (2 485) (2 485)
(167) (167)
(675) 1 033 (1 708) (421)
32 32 32
1 400 2 185 (785)
(717) (717)
(797)
(1 183) (1 183)
(8 613) (4 621) (3 992)
92 92 (4 985)
(2 823) (2 823)
(13 925) (13 925) (22 549)
8 532 6 669 1 863
6 343 6 343 6 343
569 14449 372 67 9119 049 501 23340 323 368 88459 274 (2 485)5 319 10 598179
59 179 59 179 59 179
10 103 10 103
(350) (350)
5 319 5 319 5 319
99 99
(25 073) (1 054) (24 019) 179
95 95 95
(385) (213) (172)
478 478
(1 326) (1 326)
(2) (2) (2 807)
(8 228) (8 228)
(4 093) (4 093)
2 2 (4 570)
(3 767) (3 767)
(12 421) (12 421) (26 209)
213 211 2
5 620 5 620 5 620
594 607 73 669 520 938 401 949 2 834 9 020

Foreign currency translation reserve includes the translation of subsidiaries and the parent company into presentation currency.

* Dividends paid to shareholders in FY25

During FY25, the Board declared a final FY24 dividend of 130 ZAR cents to shareholders in the form of a cash dividend with scrip distribution alternative. The result of the shareholder election was that 3 696 764 fully paid new ordinary shares were issued to shareholders who did not elect to receive the cash dividend. A total cash dividend of US$8.9 million has been paid to shareholders who retained the default cash dividend. The total distribution to shareholders was US$16.2 million of which the scrip portion was US$7.3 million. During H2 of FY25, the Board declared an interim FY25 dividend of 75 ZAR cents to shareholders in the form of a cash dividend with scrip distribution alternative. The result of the shareholder election was that 2 965 247 fully paid new ordinary shares were issued to shareholders who did not elect to receive the cash dividend. A total cash dividend of US$3.5 million has been paid to shareholders who retained the default cash dividend. The total distribution to shareholders was US$10.0 million of which the scrip portion was US$6.5 million.

governCoancrpoe rerateports
BusResineponssrepsibortles
Finresancultsial

Consolidated statement of cash flows

for the year ended 28 February 2025

2025 2024
Note US$'000 US$'000
Cash flow from operating activities
Cash generated from operations 32 286 813 175 570
Interest income 16 953 13 234
Finance costs^/- (73 723) (68 699)
Taxation paid 33 (40 338) (27 108)
Net cash inflow from operating activities 189 705 92 997
Cash flow from investing activities
Cash outflow for acquisitions 38 (1 439) (17 568)
Proceeds on disposal of investments 38.3 471
Inflow from investments (Angola government bonds) 12.2 3 959 4 678
Outflow from investments (Angola government bonds) 12.2 (2 501) (3 959)
Additions to equity-accounted investments 12.1 (1 318)
Additions to property, plant and equipment 34 (12 087) (20 772)
Additions to capitalised development expenditure 10.1 (10 428) (12 479)
Additions to software 10.2 (3 856) (6 260)
Proceeds on disposal of property, plant and equipment and software 200 1 204
Net cash outflow from investing activities (25 681) (56 474)
Cash flow from financing activities
Dividends paid to shareholders (12 421) (13 925)
Dividends paid to non-controlling interests (3 767) (2 823)
Treasury shares purchased under share repurchase programme (4 093)
Treasury shares purchased for employee-based remuneration plans (9 554) (1 900)
Decrease in non-controlling shareholding 39 (8 613)
Settlement of deferred purchase consideration 38.2 (1 085) (2 852)
Net movement in non-controlling shareholding (407)
Net proceeds from management incentive plans 990 8 533
Overdrafts repayable on demand under certain conditions 35.2 (17 807) 1 195
Repayment of lease liability – principal 35.2 (28 150) (30 714)
Repayment of supplier finance arrangements 35.2 (18 284)
Proceeds from short-term liabilities 35.2 26 439 31 878
Repayment of short-term liabilities 35.2 (102 738) (15 409)
Proceeds from long-term liabilities 35.2 39 089 77 672
Repayment of long-term liabilities 35.2 (52 477) (71 164)
Net cash outflow from financing activities (183 858) (28 529)
Net (decrease)/increase in cash and cash equivalents (19 834) 7 994
Cash and cash equivalents at the beginning of the year 36 515 539 512 786
Translation differences on cash and cash equivalents 35.1 1 063 (5 241)
Cash and cash equivalents at the end of the year 36 496 768 515 539

^ Finance costs include US$5.3 million (FY24: US$6.9 million) of finance costs related to finance leases that are included in cash flows from operating activities. Refer to Note 4.

~ Finance costs include US$5.8 million (FY24: US$17.4 million) interest on bank overdrafts repayable on demand under certain conditions. These finance costs are included in cash flows from operating activities.

Notes to the Group consolidated annual financial statements

for the year ended 28 February 2025

2024
2025 Restated
US$'000 US$'000
3 639 673 3 992 413
US$'000 US$'000
1. Revenue
Revenue from product sales^ 2 752 434 3 129 488
Revenue from sales of hardware 2 317 695 2 690 945
Revenue from sales of software* / ^ 353 976 348 121
Revenue from vendor resold services and product maintenance sales 80 763 90 422
Timing of revenue from product sales^ 2 752 434 3 129 488
At a point in time^ 2 752 434 3 129 488
Revenue from services 398 864 369 173
Revenue from professional and other services 398 864 369 173
Timing of revenue from services 398 864 369 173
At a point in time 38 608 11 042
Over time 360 256 358 131
Revenue from annuity services 488 375 493 752
Revenue from cloud services 109 986 69 675
Revenue from software services* 30 240 32 789
Revenue from other annuity services 348 149 391 288
Timing of revenue from annuity services 488 375 493 752
At a point in time 84 085 76 109
Over time 404 290 417 643
3 639 673 3 992 413

^ Line item has been restated.

* Includes software as a service revenues.

The revenue categories above are consistent with the revenue information presented in the segmental report in Note 37.

Retrospective application of a voluntary change in accounting policy IFRS 15 Revenue recognition – Westcon International sales of software

Revenue from sales arrangements where the Group acts as an agent is recognised on a net basis and the commission or gross profit earned on these contracts is recognised as revenue. Where the Group is deemed to be acting as a principal, revenue is recognised on a gross basis. When deciding on the most appropriate basis for presenting revenue or related costs, both the legal form and the substance of the agreement between the Group and the counterparty are reviewed to determine each party's respective role in the transaction.

Westcon International, one of the Group's operating segments, in its capacity as a distributor, sells software licences to customers. Westcon International's vendors continuously change the way in which they bring their products and services to market and there is a significant amount of judgement involved in determining whether Westcon International acts as a principal or agent with regard to these arrangements. Westcon International has revisited the revenue recognition assessment for these arrangements.

In its reassessment, Westcon International concluded that the performance obligation has evolved and changed gradually over time as vendors have begun to deliver the solutions and therefore taken on the primary responsibility of fulfilling this promise, and that Westcon International now arranges access to the software from the vendor on behalf of the customer.

Based on the reassessment, and in line with changes in peer reporting, the Group concludes that Westcon International has repositioned to act as an agent in these types of arrangements and has applied a voluntary change in accounting policy in accordance with the requirements of IAS 8 Accounting policies, Changes in Accounting Estimates and Errors ("IAS 8") for the revenue recognised from the sale of software which is now being accounted for on a net basis. The Group believes the change in accounting policy provides more reliable and relevant information to the users of the financial statements, enhancing comparability within the market.

As part of the reassessment, the Group concluded that the revenue recognition applied to the sales of software by Logicalis International as well as Logicalis Latin America remains appropriate, as the primary responsibility can be with the vendor or with the Group depending on the nature of the arrangements (including bundled arrangements). The accounting policy for the Logicalis businesses is therefore unchanged.

As a result, the Group has restated its consolidated statement of comprehensive income to reflect 100% of the commissions or gross profits earned by Westcon International for acting as an agent in sale of software arrangements, as revenue. This has resulted in a decrease in revenue and a corresponding decrease in cost of sales in the previous financial year.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

1. Revenue (continued)

The amount of the restatement for the 2024 financial year is shown in the table below:

2024 2024 2024
As previouslypresented Totalrestatement Restated
US$'000 US$'000 US$'000
Revenue 5 457 947 (1 465 534) 3 992 413
Cost of sales (4 595 711) 1 465 534 (3 130 177)
Gross profit 862 236 862 236

The restatement has no impact on gross profit or items below gross profit in the consolidated statement of comprehensive income. In addition, there was no impact on earnings or earnings per share. Further, the restatement has no impact on the consolidated statement of financial position or consolidated statement of cash flows. Despite revenue being disclosed on a net basis, the Group has a contractual right to the gross amount of cash related to the gross revenues and therefore, for any amounts remaining unpaid at the period end, the Group continues to present these amounts as gross trade receivables and trade payables in the consolidated statement of financial position.

Refer to Note 37.2 for further disclosure of the impact of the restatement on the segmental results.

2. Share-based payments

Group long-term incentives ("LTI") comprises share-based remuneration plans which are equity-settled. The plans in operation are:

  • Conditional share plan ("CSP") a performance share plan in which Datatec shares vest three years after grant date subject to performance conditions;
  • Deferred Bonus Warrant scheme ("DBW") a portion of a participant's short-term incentive ("STI") i.e. bonus is deferred and used to purchase Datatec shares called "bonus shares" which are held in escrow. The Company matches the value of this deferral with a grant of share appreciation rights ("SARs"). The bonus shares together with the SARs collectively form the DBW which vests three years after grant date and is forfeitable in the event of the participant resigning from Datatec prior to vesting.

2. Share-based payments (continued)

Further details of these Group plans are given in the table below.

In addition, the divisions of the Group operate a number of cash-settled share-based remuneration plans which are explained below.

Current Group plans – structural overview

below.
Current Group plans – structural overview
Instrument Conditional share planConditional rights to shares subject toperformance vesting conditions. Deferred bonus warrantsThe deferred STI is in the form of shares which will beheld in escrow for the benefit of participants. TheCompany co-investment is awarded as SARs. The SARswill be awarded at market value using the same priceapplicable to purchase the deferred shares.
Eligibility Executive directors and Group executives andstaff. Executive directors (CEO and CFO) and two seniorGroup executives, provided the minimum STI levels areachieved as indicated above.
Allocationlevels The quantum of awards is based on annual basesalary and the face value of awards which is thecurrent Datatec share price (using a 30-dayvolume-weighted average price) as follows:• CEO – 150% x base salary;• CFO – 120% x base salary; and• Datatec Group executives and staff – rangefrom 50% to 100% of base salary. The mandatory deferral percentage in the DBW (if thebonus exceeds 50% of target) is 20%. The maximumdeferral percentage is 50%. The number of SARs to beawarded is based on an actuarial calculation of theirvalue relative to the current share price.
Performanceperiod Three years. One year, aligned with the STI performance as explainedabove.
Vestingperiod Three years. Three years.
Accrualperiod forIFRS 2purposes Three years. Four years.
Additionalholdingperiod A holding period of two additional years follows thevesting period of three years for the share element.The SARs are subject to a four-year exercise periodcommencing on the vesting date and are subject toa two-year holding period post vesting.
Performanceconditions Performance conditions apply to the grants andthe conditional awards are held for aperformance period of three years. At the end ofthe three-year performance period theperformance conditions are tested and if met,awards vest on a sliding scale between 50% atthreshold and 100% at the upper target. No prospective performance conditions apply, butperformance is an entry qualification requirement.

Corporate

Responsible

Financial

Notices

continued

for the year ended 28 February 2025

2. Share-based payments (continued)

Group plans – structural overview (continued)

Conditional share plan Deferred bonus warrants
Plan andindividuallimits The maximum number of shares which can bedelivered to any individual participant in the CSPis 6.0 million shares. The maximum number ofnew shares which can be issued to participantsto settle obligations under the CSP is 7.4 millionshares. The DBW is non-dilutive to shareholders as it is settledby purchasing shares in the market. No plan or individuallimit is therefore in place.
Termination ofemploymentprovisions -"bad leaver" DBW. If an executive director resigns from the Company or is terminated for fault, i.e. dismissal on grounds ofmisconduct, proven poor performance, dishonest or fraudulent conduct ("bad leaver"), all unvested LTIawards are forfeited. This includes DBW bonus shares (the employee's deferred STI element) and the coinvestment from the Company awarded in the form of SARs within the three-year vesting period. In addition,such executives will be required to repay all dividends (pre-tax value) earned from the award date under the
Termination ofemploymentprovisions - executive director / employee who is a participant in the LTI plans: If termination is at the Company's instigation and not for fault ("good leaver"), the following will apply to the
"good leaver" The participant will retain a portion of CSPawards which have been granted but have notyet vested. The proportion will be determinedpro rata, relative to the time of the vestingperiod which has elapsed up to the terminationdate. The terminated executive will continue tohold the reduced number of awards until thevesting date, when they will vest along with theother grants, in accordance with the rules of thescheme, if the relevant performance conditionsare satisfied. The participant will retain all the DBW Bonus Shareswhich have not yet vested because these were earned ina prior year and represent a part of a previous bonuswhich has been deferred. The participant will retain aportion of the DBW SARs which have not yet vested.The proportion will be determined pro rata, relative to thetime of the vesting period which has elapsed up to thetermination date. The terminated executive will continueto hold the reduced number of awards until the vestingdate, when they will vest along with the other grants, inaccordance with the rules of the scheme, if the relevantperformance conditions are satisfied.

2. Share-based payments (continued)

Datatec Group schemes (equity-settled)

2025 2024
Number ofshares ('000) Weightedaverage grantprice Number ofshares ('000) Weightedaverage grantprice
2. Share-based payments (continued)
The Group plans provide for a grant price equal orapproximately equal to the market price at the date of thegrant.
Datatec Group schemes (equity-settled)
Datatec Conditional Share Plan 2017 ("CSP") ZAR ZAR
Outstanding at the beginning of the year 6 276 31.05 6 933 26.33
Granted during the year 2 366 36.99 2 335 36.36
Forfeited/lapsed during the year (108) 35.93 (18) 32.64
Vested and exercised during the year – share price onexercise ZAR39.00 (FY24: ZAR38.03) (2 184) 28.49 (2 974) 24.52
Outstanding at the end of the year 6 350 34.07 6 276 31.05
At 28 February 2025, the CSP awards had a weightedaverage remaining contractual life of 1.3 years (FY24:1.3 years).
Datatec Deferred Bonus Plan 2017 ("DBP") ZAR ZAR
Outstanding at the beginning of the year 1 332 29.09 1 906 27.59
Vested during the year (1 332) 29.09 (574) 24.12
Forfeitable shares at the end of the year 29.09 1 332 29.09
The final grant under the DBP vested during the year.There are no outstanding units at the end of the year andthe scheme is now terminated.
Datatec Deferred Bonus Warrants Scheme ("DBW")Bonus Shares ZAR ZAR
Outstanding at the beginning of the year 715 37.77 357 39.19
Granted during the year e661 36.99 358 36.36
Forfeitable at the end of the year 1 376 37.40 715 37.77
Datatec Deferred Bonus Warrants Scheme ("DBW")Share Appreciation Rights (SARs) ZAR ZAR
Outstanding at the beginning of the year 3 389 31.40 1 955 27.76
Co-investment SARs 1 983 36.99 1 434 36.36
Outstanding at the end of the year 5 372 33.46 3 389 31.40

Participants in the DBW defer a portion of their pre-tax bonus (bonus shares). In addition, the Company allocates to the participants an equal Company co-investment in the form of SARs. The portion of pre-tax bonus deferred is used to purchase Datatec shares which the participants hold under the terms of the DBW. These shares are all forfeitable if the participant leaves the employment of the Group within the three-year period from date of grant after which the shares vest. At 28 February 2025, the weighted average remaining life of the awards until the end of the vesting period was 1.4 years (FY24 1.7 years).

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2. Share-based payments (continued)

Datatec Group schemes (equity-settled) (continued)

The CSP awards granted in FY25 are conditional on a market condition as well as the completion of a three-year service period. This is consistent with the conditions attached to the CSP grant made in FY24. The fair value of the CSP grant in FY25 was calculated using the Monte Carlo Simulation pricing model as it best captures the path-dependent nature and specific features of these awards in order to determine the extent that the market vesting condition is achieved, and hence the number of awards that will vest, by assessing the evolution of Datatec's total shareholder return ("TSR") share price.

The DBW awards granted in FY25 are conditional upon completion of a three-year service period with no performance conditions because they represent re-investment of STI bonuses already earned. The fair value of the DBW awards, referred to as the "unconditional" fair value, is equal to the underlying share price of Datatec shares at the grant date. The key data used for the valuation of the Datatec CSP and DBW, bonus share and SARs, awards are shown in the table below:

2025 2024
CSP DBW (SARs) DBW (bonusshares) CSP DBW (SARs) DBW (bonusshares)
Grant date 18 June 2024 7 June 2024 7 June 2024 1 June 2023 1 June 2023 1 June 2023
Vesting date 1 June 2027 1 June 2027 1 June 2027 1 June 2026 1 June 2026 1 June 2026
Employment period 27 May 2024to 27 May2027 1 March 2023to 28February2027 1 March 2023to 28February2027 23 May 2023to 23 May2026 1 March 2022to 28 February2026 1 March 2022to 18 February2026
Share price at grant date(closing price) ZAR37.55 N/A ZAR38.12 ZAR39.00 N/A ZAR39.00
Risk-free rate (nominalannual compoundedcontinuously) 7.78% 9.14% 8.02% 8.80% 9.75% 8.80%
Dividend yield 4.62% 4.46% 4.47% 3.79% 3.97% 3.79%
Volatility – determinedusing equally-weightedhistorical volatilitymethod 35.43% 42.61% N/A 41.20% 43.27% N/A
Fair value (of one unit) ZAR37.55 ZAR15.02 ZAR38.12 ZAR39.00 ZAR16.60 ZAR39.00

2. Share-based payments (continued) Subsidiary schemes (cash-settled)

Logicalis International and Logicalis Latin America Logicalis International and PromonLogicalis Latin America Limited ("Logicalis LATAM") Conditional Share Plans ("CSP")

Logicalis LATAM operates a CSP for the most senior tier of management with similar terms to the Datatec CSP but cash-settled and based on the Logicalis LATAM share price as determined by annual independent valuations. Logicalis International operated a CSP under the same principles. Awards of conditional shares are granted annually to participants. After a three-year performance period the CSP awards will vest as follows:

• 25% of each participant's award is subject only to an employment condition and will vest, provided the participant remains in

  • the employment of Logicalis International or Logicalis LATAM at the end of the three-year period since grant.
  • The remaining 75% of each participant's award is subject to performance conditions:
  • One-third (i.e. 25% of the total award) based on net income per share growth;
  • One-third (i.e. 25% of the total award) based on return on invested capital ("ROIC").

– One-third (i.e. 25% of the total award) based on Logicalis International or Logicalis LATAM share price growth;

Each performance condition has a threshold level at which 50% vesting will occur and a target level for 100% vesting. Between the threshold and target, vesting will be calculated by linear interpolation.

2025 2024
Number ofshares ('000) Weightedaverage grantprice Number ofshares ('000) Weightedaverage grantprice
Logicalis International CSP US$ US$
Outstanding at the beginning of the year 777 4.61 1 416 4.56
Exercised during the year – share price on exerciseUS$5.57 (FY24: US$4.92) (526) 4.61 (76) 4.49
Lapsed/forfeited during the year (221) 4.57 (563) 4.51
Outstanding at the end of the year 30 4.85 777 4.61
Exercisable at the end of the year 30 4.85 171 4.73

The Logicalis International CSP awards outstanding at 28 February 2025 comprised grant prices in the range US$4.57 to US$4.92 (FY24: US$4.49 to US$4.92). At 28 February 2025, the CSP awards had a weighted average remaining contractual life of 0.7 years (FY24: 2.9 years).

Logicalis LATAM CSP US$ US$
Outstanding at the beginning of the year 498 5.52 330 6.62
Granted during the year 258 3.76 224 4.36
Exercised during the year – share price on exerciseUS$7.18 (FY24: US$7.41) (19) 7.18 (3) 7.41
Lapsed/forfeited during the year (82) 6.32 (53) 7.41
Outstanding at the end of the year 655 4.68 498 5.52
Exercisable at the end of the year 58 7.53 24 8.01

The Logicalis LATAM CSP awards outstanding at 28 February 2025 comprised grant prices in the range US$3.76 to US$8.87 (FY24: US$4.36 to US$7.18). At 28 February 2025, the CSP awards had a weighted average remaining contractual life of 4.4 years (FY24: 4.5 years).

Westcon International, Logicalis International and Logicalis LATAM Share Appreciation Rights

The Westcon International SARs vests after two years without performance conditions and thereafter may be exercised over the following three years (a maximum of one-third per year).

Logicalis International and Logicalis LATAM also operate SARs schemes for senior managers who do not participate in the CSP. Logicalis International discontinued its old SAR scheme in FY22 and commenced a new SAR scheme in FY24. Half the SARs grant is subject to an earnings growth performance condition and the other half is subject only to an employment condition. All rights lapse if not exercised by the end of the seventh year after grant.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025 2024
Number ofshares ('000) Weightedaverage grantprice Number ofshares ('000) Weightedaverage grantprice
2. Share-based payments (continued)
Subsidiary schemes (cash-settled) (continued)
Westcon International SAR Scheme US$ US$
Outstanding at the beginning of the year 2 557 2.37 2 350 1.25
Granted during the year 345 3.63 2 557 2.37
Exercised during the year (2 350) 1.25
Forfeited/lapsed during the year (75) 2.37
Outstanding at the end of the year 2 827 2.52 2 557 2.37
Exercisable at the end of the year
The Westcon International SARs outstanding at 28February 2025 comprises grant prices in the range ofUS$2.37 and US$5.85. (FY24 US$2.37) and had aweighted average remaining contractual life of 0.4 years(FY24: 1.3 years).
Logicalis International "Old" SAR Scheme US$ US$
Outstanding at the beginning of the year 440 4.55 952 4.50
Exercised during the year – share price on exerciseUS$5.57 (FY24: US$4.35) (185) 4.54 (151) 4.35
Forfeited/lapsed during the year (211) 4.57 (361) 4.51
Outstanding at the end of the year 44 4.54 440 4.55
Exercisable at the end of the year 44 4.54 60 4.45
The Logicalis SARs outstanding at 28 February 2025comprised grant prices in the range of US$4.49 toUS$4.67 (FY24: US$3.70 to US$4.57) and had aweighted average remaining contractual life of 2.9 years(FY24: 4.2 years).
Logicalis LATAM SAR Scheme US$ US$
Outstanding at the beginning of the year 672 5.26 440 6.38
Granted during the year 337 4.10 340 4.36
Forfeited/lapsed during the year (102) 3.80 (108) 6.86
Outstanding at the end of the year 907 4.80 672 5.26
Exercisable at the end of the year 126 7.24 30 6.03
The Logicalis LATAM SARs outstanding at 28 February2025 comprised grant prices in the range of US$3.76 toUS$7.41 (FY24: US$4.36 to US$7.18) and had aweighted average remaining contractual life of 6.1 years(FY24: 5.5 years).
Logicalis International SAR Scheme US$ US$
Outstanding at the beginning of the year 1 032 1.00
Granted during the year 176 1.00 1 032 1.00
Exercised during the year – share price on exerciseUS$2.56 (23) 1.00
Forfeited/lapsed during the year (94) 1.00
Outstanding at the end of the year 1 091 1.00 1 032 1.00
Exercisable at the end of the year
The Logicalis International SARs outstanding at28 February 2025 comprised of a grant price of US$1.00and had a weighted average remaining contractual life of5.2 years (FY24: 6.0 years).

2. Share-based payments (continued) Valuation models

The fair value of CSP and Performance Share awards, referred to as the "unconditional" fair value, is equal to the underlying share price of subsidiary shares at the grant date. Where awards have optionality, as is the case for SARs, the fair value is measured by the use of Black-Scholes-Merton or binomial tree models.

The main inputs into the models used by subsidiaries, in addition to those recorded on the previous page, fall into the following ranges:

2025 2024
Grant date 1 June 2024 1 June 2024 1 June 2023 1 June 2023
Vesting date 1 June 2027 1 June 2027 1 June 2026 1 June 2026
Risk-free rate 3.67% 3.67% 3.84% 5.27%
Expected life (years) 4.00 7.00 3.00 7.00
Dividend yield 0.00% 0.00% 0.00% 0.64%
Volatility of subsidiary 42.20% 42.20% 0.00% 43.91%

The expected life used in the models has been adjusted, based on management's best estimate, for the effects of nontransferability, exercise restrictions and employee attrition. Expected volatility of subsidiaries has been determined by reference to peer group data.

2025US$'000 2024US$'000
Expense in respect of equity-settled schemes 5 620 6 343
Expense in respect of cash-settled schemes 10 145 1 934
15 765 8 277

Settlements of US$5.0 million have been made relating to cash-settled schemes for the year ended 28 February 2025 (FY24: US$5.8 million). No share-based payment charges have been allocated to cost of sales. Share-based payments primarily relate to the operating function of the Group.

Corporate governance reports

continued

for the year ended 28 February 2025

2025 2024
US$'000 US$'000
Operating profit
Operating profit is arrived at after taking into account the following items:
Operating costs
Auditors' remuneration 7 680 6 625
PricewaterhouseCoopers Inc. and member firms 6 444 5 952
Audit fees – current year 6 039 5 637
Audit fees – prior year 388 215
Other services 17 100
Other auditors – Audit fee 1 236 673
Fees for professional services 25 560 28 961
Administrative and managerial 2 352 2 324
Consulting 18 758 21 147
Accounting and advisory 4 450 5 490
Foreign exchange (gains)/losses (595) 21 666
Staff costs 501 605 493 649
Retirement benefit contributions 15 960 13 164
Staff costs 485 645 480 485
Directors' emoluments* 6 166 4 860
Executive directors 5 260 3 952
Salaries 2 205 2 227
Bonuses 2 771 1 464
Benefits 284 261
Non-executive directors'emoluments – fees 906 908
Short-term lease payments 2 554 2 866
Low-value assets payments 570 592
Variable lease payments 1 041 1 741
Net loss on disposal of property, plant and equipment, right-of-use assets and software 572 1 477
Travel 14 356 14 103
Software licences 27 926 26 118
Insurance 11 898 11 374
Marketing and entertainment 12 436 17 673
Acquisition, integration and corporate actions costs 1 596 3 642
All other operating costs 44 122 34 943
Total operating costs 657 487 670 290

@ Additional staff costs information included on the following page.

* Long-term incentives for executive directors are included in the share-based payments charge reflected in Note 2. Full details of directors' emoluments are provided in Note 30.

2025 2024
US$'000 US$'000
US$'000 US$'000
3. Operating profit (continued)
Staff costs
Staff costs included in cost of sales 291 221 292 463
Staff costs included in operating costs 501 605 493 649
Total staff costs 792 826 786 112
Restructuring costs
Restructuring costs 10 837 2 950
Restructuring costs relate to fundamental reorganisations in Westcon International,Logicalis Latin America and Corporate. (FY24: Restructuring costs relate to fundamentalreorganisations in Logicalis International and Logicalis Latin America.)
Depreciation and amortisation~
Depreciation: Property, plant and equipment 14 673 16 307
Office furniture, equipment and motor vehicles 1 238 1 529
Computer equipment 11 224 11 228
Leasehold improvements 2 080 3 256
Land and buildings 131 294
Depreciation: Right-of-use assets 25 568 27 938
Office furniture, equipment and motor vehicles 5 086 5 231
Computer equipment 865 1 598
Land and buildings 19 617 21 109
Amortisation 21 178 16 984
Amortisation of software 3 405 2 941
Amortisation of capitalised development expenditure 10 709 10 444
Amortisation of acquired intangible assets 7 064 3 599
Total depreciation and amortisation 61 419 61 229
~ No depreciation or amortisation is allocated to cost of sales. Depreciation and amortisation primarily relate to the operating function of the Group.NoteIncluded in operating profit as part of costs of sales are net gains on derivative instruments of US$15.0 million in the current year (FY24: US$5.6 millionnet loss on derivative instruments). Refer to Note 31 for a detailed description of the Group's hedging strategy.
2025 2024
US$'000 US$'000

4. Net finance costs

2025US$'000 2024US$'000
Finance costs
Lease liabilities (5 303) (6 937)
Bank overdrafts and long-term liabilities* (69 237) (61 778)
(74 540) (68 715)
Interest income
Bank and other deposits 13 572 11 716
Other 4 036 2 033
17 608 13 749
Net finance costs (56 932) (54 966)

Interest income

* Includes interest on bank overdrafts repayable on demand of US$6.8 million (FY24: US$6.7 million).

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025 2024
US$'000 US$'000
5. Taxation
5.1 Taxation charge
South African normal taxation:
Current taxation – current year 825 698
Current taxation – prior year 426 276
Deferred taxation – current year (1 779) (69)
Deferred taxation – prior year 10 44
South African tax (518) 949
Foreign taxation:
Current taxation – current year 34 375 33 927
Current taxation – prior year 1 699 1 439
Deferred taxation – current yearDeferred taxation – rate adjustment (2 572)— (12 057)(31)
Deferred taxation – prior year 1 736 1 300
Foreign tax
Total taxation charge 35 23824 57834 72025 527
2025 2024 2025 2024
% % US$'000 US$'000
5.2 Reconciliation of taxation rate to profit before
taxation
Profit before tax 104 002 76 465
South African statutory tax rate 27.0 27.0 28 081 20 646
Reconciling items expected to reoccur:
Equity-accounted earnings(1) (27)
Intra-group management fees(2) 3.3 3.8 3 366 2 938
Non-deductible property, plant and equipment,inventory and other asset impairments(3) 0.6 0.4 650 295
Other non-deductible expenses and permanent
differences(4) 3.1 3.7 3 201 2 819
Share-based payments(5) 0.1 103 36
Exempt profits/incentives(6) (1.5) (2.5) (1 548) (1 902)
Non-recoverable withholding taxes(7) 0.6 1.9 662 1 487
Tax arising on dividend flows(8) 0.1 (0.6) 137 (485)
Tax loss utilised/recognised(9) (9.1) (12.6) (9 512) (9 628)
Foreign taxation rate differential(10) (1.3) (0.3) (1 338) (254)
Tax losses and other deferred tax assets notrecognised(11) 7.2 13.3 7 462 10 150
Rate adjustment(12) (31)
Prior year adjustments(13) 3.7 4.0 3 871 3 059
Reconciling items that are not expected toreoccur:
Non-taxable profits on disposal(14) (0.2) (233)
Acquisition-related adjustments(15) (0.2) (4.7) (182) (3 576)
Effective taxation rate 33.4 33.4 34 720 25 527

5. Taxation (continued)

5.2 Reconciliation of taxation rate to profit before taxation (continued) Notes to the Group tax rate reconciliation:

The tax rate reconciliation uses the 27% (FY24: 27%) South African statutory tax rate as a starting point. The Group operates in over 50 countries and the head office is based in South Africa. Datatec Limited is listed on the JSE and the majority of the Group's shareholders are based in South Africa. If a weighted average tax rate were to be used, the starting point would change every year making comparability difficult. The South African statutory tax rate is therefore deemed to be the most appropriate starting point. This is a key judgement applied by management.

(2) Arises as a result of the imputation of income for tax purposes where certain management fees are not billed to the

(3) Relates to property, plant and equipment depreciation, inventory and work-in-progress write-offs and other asset

(4) Includes entertaining expenses, donations, gifts, disallowed interest, disallowed legal expenses, disallowed customs

(5) Reflects the differing tax treatments of share-based payments which varies across jurisdictions, and the associated current or deferred tax credits arising which often do not directly correspond to the expenses booked in the accounts.

(7) Represents tax deducted on cross-border commercial payments that cannot be recovered directly from a tax authority

  • (1) Arises as the net profit after taxation from equity-accounted investments is presented as a single line item in the Group's profit before taxation.
  • entities benefiting from the services provided.
  • impairments not deductible for tax purposes.
  • duty costs, the impact of foreign exchange movements and controlled foreign company taxation.
  • (6) Relates to profits arising that are not chargeable to taxation and tax credits or additional tax deductions given in relation to certain types of expenditure.
  • or offset against other income tax liabilities.
  • statement of comprehensive income.
  • (9) Relates to the utilisation or recognition of tax losses and other timing differences that have not previously been recognised as a deferred tax asset.
  • rate lower than the South African tax rate.
  • (11) Relates to those timing differences that arise in the year for which a deferred tax asset has not been recognised, differences can be utilised.
  • (12) Refers to changes in the carrying value of deferred tax assets and liabilities as a result of a change in local statutory rates of taxation.
  • (13) Reflects changes to the current and deferred tax recorded in relation to prior accounting periods.
  • (14) Relates to profit on disposal of shares for which no taxation arises.
  • (15) Includes fair value adjustments arising on the purchase of a controlling interest in an associated company.

(8) Reflects the net tax benefit obtained as a result of intra-group dividends which have no net impact on the consolidated

(10) The tax reconciliation starts by applying the 27% South African tax rate to the profits arising in the year. The negative foreign tax rate differential reflects the fact that the group is now earnings most of its profits in jurisdictions with a tax

typically because of the uncertainty that future taxable income will be available against which deductible temporary

continued

for the year ended 28 February 2025

2025US$'000 2024US$'000
5. Taxation (continued)
5.3 Taxation charge/(credit) by region:
North America 7 189 4 836
Latin America 413 (1 186)
Europe 13 714 5 535
Asia-Pacific 11 683 13 134
Middle East and Africa 1 721 3 208
Total taxation charge 34 720 25 527
5.4 Unutilised tax losses
Certain subsidiaries had tax losses at the end of the financial year that are available toreduce their future taxable income and are estimated to be: 217 770 244 802
Future tax relief at a blended tax rate of 25.5% (FY24: 25.1%) is US$55.6 million(FY24: US$61.3 million). Deferred tax assets of US$43.2 million (FY24:US$45.1 million) have been recognised in respect of a portion of these losses as setout in Note 13. 55 633 61 337

5.5 Global minimum taxation

The Group is within the scope of the OECD Pillar II model rules and the relevant legislation was enacted in South Africa during the year. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities relating to Pillar II taxes as provided in the amendments to IAS 12 issued in May 2023. Under the legislation, the Group will be liable to pay top-up tax for the difference between the GloBE effective tax rate per jurisdiction and the 15% minimum rate. It is anticipated that the majority of jurisdictions in which the Group operates are likely to fall within the transitional CBCR safe harbour rules which will apply to the Group's financial years ending 28 February 2027. Where jurisdictions fall outside of these safe harbours it is expected that the top-up tax arising will not be material. This is due to the operational substance the Group has in most of the jurisdictions in which it has a presence which provides a substance-based income exclusion that reduces the profits to which a top-up tax can apply. For the year ended 28 February 2025, the estimated top-up tax has been calculated to be immaterial.

6. Earnings per share 6.1 Reconciliation of attributable profit to headline (loss)/earnings Impairment of property, plant and equipment, capitalised development expenditure and right-of-use assets Fair value gain on previously recognised equity-accounted investment Gain on disposal of investments Net loss on disposal of property, plant and equipment, software and right-of-use assets

2025US$'000 2024US$'000
gov
6.1 Reconciliation of attributable profit to headline (loss)/earnings ernCoanc
Total profit for the year attributable to equity holders of the parent 59 179 45 801 rpoe rerate
Total headline earnings adjustments (485) (13 884) por
Impairment of property, plant and equipment, capitalised development expenditureand right-of-use assets ts
– Gross 660
– Tax effect
– Non-controlling interests (38)
Fair value gain on previously recognised equity-accounted investment
– Gross (726) (14 901) BusResine
– Tax effect ponss
– Non-controlling interests repsibortle
Gain on disposal of investments s
– Gross (616)
– Tax effect
– Non-controlling interests 36
Net loss on disposal of property, plant and equipment, software and right-of-useassets
– Gross 572 1 477
– Tax effect (147) (279) Finresanc
– Non-controlling interests (98) (181) ultsial
Net gain on derecognition of lease liabilities and right-of-use assets
– Gross (128)
– Tax effect
– Non-controlling interests
Total headline earnings 58 694 31 917
  • Net gain on derecognition of lease liabilities and right-of-use assets

continued

for the year ended 28 February 2025

2025US cents 2024US cents
6. Earnings per share (continued)
6.2 Earnings per share
Basic earnings per share 25.7 20.4
Headline earnings per share 25.5 14.2
The earnings metrics above are calculated on the weighted average number of sharesin issue during the year of 229 851 484 (FY24: 224 799 363), after the deduction ofthe weighted average number of treasury shares and shares relating to the DBP andDBW of 1 196 719 (FY24: 1 956 082).
As at 28 February 2025, the Group held 3 774 605 (FY24: 574 145) shares astreasury shares (refer to Note 20). There were 989 264 (FY24: 846 822) weightedaverage treasury shares. As at 28 February 2025, there were 1 375 987 (1 196 719weighted average) shares relating to the DBW (FY24: 2 047 149 (1 956 082 weightedaverage) shares relating to the DBP and DBW).
6.3 Diluted earnings per share
Diluted basic earnings per share 24.9 19.7
Diluted headline earnings per share 24.7 13.7
2025 2024
Number ofshares Number ofshares
6.4 Issued and weighted average number of shares
Issued shares at the beginning of year 229 522 677 224 916 537
The weighted average number of shares is calculated by weighting the number ofoutstanding shares for the period in the financial year during which they were in issue:
Issue of shares for a script distribution interim dividend 2 218 058 2 856 814
Issue of shares for a script distribution special dividend 658 041
Treasury shares granted for deferral of bonus in relation to the DBW bonus shares (1 196 719) (623 983)
Treasury shares relating to DBP shares held throughout the period (1 332 099)
Treasury shares relating to DBP shares that have vested in the current financial year (361 309) (171 084)
Treasury shares relating to CSP shares purchased and vested during the year (795 980) (846 822)
Treasury shares relating to share repurchase program purchased during the year (193 284)
Weighted average number of shares 229 851 484 224 799 363
6.5 Weighted and diluted weighted average number of shares
Weighted average number of shares 229 851 484 224 799 363
The diluted earnings metrics above are calculated using the weighted average numberof shares in issue during the year, taking into account the dilutive effect of:
Shares related to share-based payment schemes 7 307 328 7 827 133
Potential share issue related to scrip dividend 351 232 403 820
Diluted weighted average number of shares 237 510 044 233 030 316

Headline earnings per share is calculated using the weighted average number of ordinary shares in issue during the year and is based on the earnings attributable to ordinary shareholders, after excluding those items as required by Circular 1/2023 Headline Earnings issued by the South African Institute of Chartered Accountants ("SAICA") as amended from time to time and as required by the JSE Limited.

7. Goodwill

2025US$'000 2024US$'000
Net book value 274 212 280 512
At the beginning of the year 280 512 245 375
Arising on acquisition of subsidiaries (Note 38.1) 6 334 34 607
IFRS 3 measurement period adjustment* (10 264)
Translation and other movements (2 370) 530
Balance at the end of the year 274 212 280 512
Goodwill at cost 274 212 280 512
Per cash-generating unit: 274 212 280 512
Logicalis International 208 627 210 292
Corporate and Management Consulting 27 063 30 992
Westcon International 4 155 3 543
Logicalis Latin America 34 367 35 685

* The IFRS 3 measurement period adjustment relates to the separately identifiable customer relationships (After taking into account the tax impact) acquired as part of the Mason Advisory Limited acquisition during the year ended 29 February 2024. Refer Note 10.

.

Goodwill impairment assessment

The Group completed its annual impairment tests, which are performed at the segmental cash-generating unit ("CGU") level. Goodwill has been allocated for impairment testing purposes to each of the CGUs.

External valuations are obtained for Westcon International, Logicalis International and Logicalis Latin America CGUs and compared to the corresponding net asset value, including goodwill. An internal valuation was prepared for Kumulus and an external valuation was obtained for Mason Advisory Group Limited (constituting the goodwill in the Corporate and Management Consulting CGU). The recoverable amount of each CGU is determined based on an analysis of the fair value less cost to sell basis, an evaluation of fair value from comparable company's market approach, and the market transactions method to ensure the reasonableness of the recoverable amount. The recoverable amounts are compared to the corresponding net asset value, including goodwill. The fair value less cost to sell is based on discounted cash flow calculations and is a level 3 fair value measurement, and further includes the following key assumptions:

Future earnings: Cash flow forecasts are prepared and derived from the most recent financial budgets for the next three years which are approved by management. EBITDA is considered a reliable indicator of operational performance and is considered a key assumption in the estimation of forecast future financial performance. EBITDA is adjusted for tax to arrive at post-tax cash flows which are then used in the discounted cash flow calculation. Cash flows are extrapolated for a further two- to six-year period with estimated annual growth reducing gradually, to a rate which is considered not to exceed the long-term market growth in perpetuity used to calculate the terminal value.

Discount rates: Estimated discount rates used are post-tax rates of return that reflect current market assessments of the time value of money and the risks specific to the CGU to which goodwill is attributable.

Growth rates: Growth rates are based on budgeted figures and management estimates/assumptions in respect of the two- to six-year cash flow projections, a terminal growth rate and a discount rate. The growth rates are based on industry growth forecasts.

The lower revenue growth rate in FY25 for Logicalis Latin America compared to FY24 is primarily attributable to a reduced open backlog at the start of FY25 as well as a lower performance achieved in the Brazilian market compared to budget.

The revenue growth rate for Corporate and Management Consulting decreased in FY25 compared to FY24 mainly as a result of the decrease in the UK government spend resulting in less revenue recognised.

Expected changes to selling prices and direct costs: Changes in selling prices and direct costs are based on past practices and reasonable expectations of future changes in the market.

As a result of the impairment analyses, it was concluded that no impairments were required to be recorded in the current year.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

7. Goodwill (continued)

The table below contains the key assumptions that were used in the fair value less cost to sell calculations:

LogicalisInternational LogicalisLatin America CorporateandManagementConsulting
2025Discount rateRevenue growth rate in discrete periodTerminal growth rate 13.5%2.2% - 10.0%2.2% 18.0%3.8% - 8.2%3.8% 11.4%5.0% - 8.2%2.0%
2024Discount rateRevenue growth rate in discrete periodTerminal growth rate 13.5%2.3% 18.3%2.3% - 7.7% 3.9% - 13.5%3.9% 14.1%5% - 16.1%2.5%

The directors believe that a possible change in the key assumptions, on which recoverable amounts are based, would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGUs.

CostUS$'000 2025AccumulateddepreciationUS$'000 Net bookvalueUS$'000 CostUS$'000 2024AccumulateddepreciationUS$'000 Net bookvalueUS$'000
8. Property, plant and equipment
Office furniture, equipment andmotor vehicles 15 448 (11 581) 3 867 15 227 (11 270) 3 957
Computer equipment 106 321 (85 728) 20 593 108 246 (83 470) 24 776
Leasehold improvements 22 438 (16 938) 5 500 22 102 (16 826) 5 276
Land and buildings 2 470 (843) 1 627 2 563 (749) 1 814
146 677 (115 090) 31 587 148 138 (112 315) 35 823

A register of land and buildings is maintained at the registered office of the applicable entities and may be inspected by shareholders or their duly authorised agents.

The fair value of property, plant and equipment approximates its net book value.

Movement of property, plant andequipment Officefurniture,equipmentand motorvehiclesUS$'000 ComputerequipmentUS$'000 LeaseholdimprovementsUS$'000 Land andbuildingsUS$'000 TotalUS$'000
Balance at 1 March 2023 4 081 20 199 6 810 1 964 33 054
Subsidiaries acquired 20 164 184
Additions 2 418 15 994 2 205 155 20 772
Disposals (991) (486) (165) (1) (1 643)
Translation and other movements (42) 133 (318) (10) (237)
Depreciation (1 529) (11 228) (3 256) (294) (16 307)
Balance at 29 February 2024 3 957 24 776 5 276 1 814 35 823
Subsidiaries acquired 69 57 168 294
Subsidiaries disposed (9) (7) (16)
Additions 1 511 7 231 3 238 107 12 087
Disposals (89) (175) (148) (2) (414)
Amounts written off (1) (2) (3)
Transfers (208) 1 699 (937) (90) 464
Translation movement (125) (1 762) (17) (71) (1 975)
Depreciation (1 238) (11 224) (2 080) (131) (14 673)
Balance at 28 February 2025 3 867 20 593 5 500 1 627 31 587

* Less than US$1 000.

2025 2024
CostUS$'000 AccumulateddepreciationandimpairmentUS$'000 Net bookvalueUS$'000 CostUS$'000 AccumulateddepreciationandimpairmentUS$'000 Net bookvalueUS$'000
9. Right-of-use assets
Office furniture, equipment andmotor vehicles 29 926 (19 099) 10 827 26 657 (18 010) 8 647
Computer equipment 14 777 (12 857) 1 920 12 944 (11 374) 1 570
Land and buildings 123 117 (65 153) 57 964 118 088 (72 314) 45 774
167 820 (97 109) 70 711 157 689 (101 698) 55 991

Movement of right-of-use assets

Movement of right-of-use assets Officefurniture,equipmentand motorvehiclesUS$'000 ComputerequipmentUS$'000 Land andbuildings+US$'000 TotalUS$'000
Balance at 1 March 2023 7 952 1 089 47 207 56 248
Additions 5 959 2 072 23 914 31 945
Disposals (142) (2 831) (2 973)
Translation and other movements 109 7 (1 407) (1 291)
Depreciation (5 231) (1 598) (21 109) (27 938)
Balance at 29 February 2024 8 647 1 570 45 774 55 991
Subsidiaries acquired 21 125 146
Subsidiaries disposed (39) (39)
Additions 7 937 911 33 335 42 183
Disposals (574) (15) (627) (1 216)
Amounts written off (2) (263) (265)
Impairments^ (661) (661)
Transfers 130 307 431 868
Translation and other movements (225) (9) (494) (728)
Depreciation (5 086) (865) (19 617) (25 568)
Balance at 28 February 2025 10 827 1 920 57 964 70 711
  • Includes leasehold improvements.

^ Logicalis International Limited incurred additional costs relating to a vacant leased property which is fully impaired, the additional cost were capitalised

and impaired during the year.

continued

for the year ended 28 February 2025

2025US$'000 2024US$'000
10. Intangible assets
10.1 Capitalised development expenditure
Capitalised development expenditure only relates to Westcon International. Includedin amounts capitalised below, was US$1.3 million (FY24: US$1.8 million) of SAPrelated capitalised development expenditure. Capitalised expenditures related to SAPare functionality modifications/enhancements made to the existing SAP platform.Non-SAP-related expenditure included modifications/enhancements to WestconInternational's digital platforms and to previously built cloud platforms as well as thedevelopment of new Application Programming Interfaces ("APIs").
Net book value 32 096 33 704
At the beginning of the year 33 704 31 723
Amounts capitalised 10 428 12 479
Disposals (20)
Translation and other movementsAmortisation (1 307)(10 709) (54)(10 444)
Balance at the end of the year 32 096 33 704
Capitalised development expenditure at cost 83 891 78 556
Accumulated amortisation and impairment (51 795) (44 852)
10.2 Acquired intangible assets and software
10.2.1 Trademarks, customer and vendor relationships
Net book value 18 910 11 918
At the beginning of the yearArising on acquisition of subsidiaries 11 918450 10 0535 422
Translation and other movements (80) 42
IFRS 3 measurement period adjustment 13 686
Amortisation (7 064) (3 599)
Balance at the end of the year 18 910 11 918
Acquired intangible assets at cost 33 345 25 268
Accumulated amortisation and impairment (14 435) (13 350)
The IFRS 3 measurement period adjustment relates to the fair value ofseparately identifiable customer relationships acquired as part of the MasonAdvisory Limited acquisition for which provisional amounts were recognisedduring the year-ended 29 February 2024. In line with the requirements ofIFRS 3, the Group finalised the assessment of the provisional amounts withinone year from the acquisition date, being 1 December 2023, and recognisedthe separately identifiable assets and related deferred tax liability (Refer Note13) by means of a net decrease in goodwill. Refer Note 7.
10.2.2 Software
Net book value 8 970 9 487
At the beginning of the year 9 487 6 033
Subsidiaries acquired 13
Additions 3 856 6 260
Disposals (1) (2)
Transfers (24)
Translation and other movements (956) 137
Amortisation (3 405) (2 941)
Balance at the end of the year 8 970 9 487
Software at cost 24 147 23 174
Accumulated amortisation (15 177) (13 687)
There are no intangible assets with indefinite useful lives.
Total acquired intangible assets and software 27 880 21 405

11. Capital commitments

2025 2024
US$'000 US$'000
11. Capital commitments
Contractual commitments authorised 15 838 16 927
Property, plant and equipment 4 281 4 463
Intangible assets 11 557 12 464
Capital expenditure not contractually committed 15 017 14 175
Total capital commitments 30 855 31 102

This expenditure will be incurred in the ensuing year and will be financed from existing cash resources and available borrowing

facilities.

12. Investments

12.1 Equity-accounted investments

The investments comprise associates that are equity-accounted. An assessment of control is performed to determine whether the Group has the practical ability to direct the relevant activities unilaterally. In making the judgement, the relative size and dispersion of other vote holders, potential voting rights held by them or others and rights from other contractual arrangements were considered. After the assessment, the Group concluded that it did not have a controlling interest to direct the relevant activities of the equity-accounted investments.

As at year-end, the Group does not have any equity-accounted investments. None of these equity-accounted associates were considered to be material to the Group in the prior year.

Details of the Group's investments are:

Country ofincorporation Effective ownership Carrying value
and principalplace ofbusiness Nature ofbusiness 2025% 2024% 2025US$'000 2024US$'000
Equity-accounted:
Cirrus Participações S.A("Kumulus")* Brazil ICT Solutions 77.6 60.4 4 497

* 27.93% (FY24: 35.63%) is owned by PromonLogicalis Latin America Limited.

Kumulus

In FY25, the Group, through its 100%-owned subsidiary Logicalis Group Limited, purchased additional shareholding in Kumulus from the minority shareholders. Kumulus was equity-accounted during FY24 and is now a subsidiary of the Group. Refer to Note 38.1.

Corporate governance reports

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Financial results

Notices

and references

continued

for the year ended 28 February 2025

2025US$'000 2024US$'000
12. Investments (continued)
12.1 Equity-accounted investments (continued)
Carrying amount 4 497
Total share of equity-accounted investment earnings/(losses)
Cirrus Participações S.A (461)
Mason Advisory Limited 712
251
12.2 Bonds (Angola government bonds)
ISIN: AOUGDEIS24A8 1 500
Long-term portion 1 500
ISIN: AOUGDXKG17A3 3 959
ISIN: AOTNX0827L17 1 001
Short-term portion 1 001 3 959

Westcon International

The Angolan government bonds are indexed to the US Dollar. The amount of US$1.0 million (FY24: US$4.0 million) is fixed and the Kwanza equivalent of this will mature in July 2025. The prevailing National Bank of Angola official US Dollar rate at the maturity date will be used for conversion.

During the year, bonds worth US$3.9 million matured. Of this, US$2.5 million was reinvested in Angolan government bonds with a coupon rate of between 5% and 8.25% which will mature between 27 July 2025 and 15 September 2029.

The bonds are recognised as level 1 financial instruments for the purposes of the IFRS 13 fair value hierarchy disclosure and are valued using quoted market rates.

Expected credit losses in respect of the bonds are considered to be negligible. There have been no defaults by the Angolan government on bond maturity in the past and the National Bank of Angola has been settling bonds as they fall due.

2025US$'000 2024US$'000
12.3 Total investments
Equity-accounted investments 4 497
Other investments 18
Bonds 2 501 3 959
Total investments 2 501 8 474
Long-term portion 1 500 4 515
Short-term portion 1 001 3 959
2 501 8 474

13. Deferred tax assets/(liabilities)

13.1 Movement of gross deferred tax assets
-------------------------------------------- -- -- -- -- --

Analysis of gross deferred tax assets

13.2 Movement of gross deferred tax liabilities

2025 2024
US$'000 US$'000
13.1 Movement of gross deferred tax assets
At the beginning of the year 110 376 95 723
(Credit)/charge to profit and loss (670) 15 148
Translation and other movements (4 207) (495)
105 499 110 376
Analysis of gross deferred tax assets
Capital allowances 6 660 6 387
Expense accruals and similar items 30 484 32 739
Effect of tax losses* 43 152 45 118
Intangible assets 2 389 3 565
IFRS 16 lease liabilities 17 858 19 836
Other individually immaterial temporary differences 4 956 2 731
105 499 110 376
13.2 Movement of gross deferred tax liabilities
At the beginning of the year (50 867) (44 758)
Charge/(credit) to profit and loss 3 275 (4 335)
Arising on acquisition of subsidiaries (153) (1 398)
Translation and other movements (2 027) (376)
(49 772) (50 867)
Analysis of gross deferred tax liabilities
Capital allowances (837) (880)
Goodwill (21 351) (20 712)
Intangible assets (6 744) (5 165)
IFRS 16 right-of-use assets (15 274) (16 947)
Other individually immaterial temporary differences (5 566) (7 163)
(49 772) (50 867)
13.3 Reconciliation between gross and net deferred tax balances
Gross deferred tax assets 105 499 110 376
Gross deferred tax liabilities (49 772) (50 867)
55 727 59 509
The deferred tax after appropriate netting within entities is reflected in the
balance sheet as follows:
Net deferred tax assets 82 058 83 907
Net deferred tax liabilities (26 331) (24 398)
55 727 59 509

Analysis of gross deferred tax liabilities

13.3 Reconciliation between gross and net deferred tax balances

The deferred tax after appropriate netting within entities is reflected in the balance sheet as follows:

* Deferred tax assets recognised in relation to tax losses total US$43.2 million (FY24: US$45.1 million). Of this, US$11.4 million (FY24: US$41.9 million) have been recognised in respect of entities that were loss making in either the current year or prior year and included within this amount is US$9.1 million (FY24: US$11.0 million) relating to entities that were loss making in both the current and prior year. This includes losses relating to Chile, the UK, Germany and South Africa which can be carried forward indefinitely against their own future profits. Estimated tax losses carried forward include US$1.4 million (FY24: US$2.3 million) relating to Argentina that expire by 28 February 2029. (FY24: 28 February 2029). The deferred tax assets recognised are based on the future taxable profits derived from the approved budgets of the relevant entities. The approved budgets of these entities indicate a return to profitability in the short term with the budget periods spanning over the medium term which has resulted in some assessed losses not having had deferred tax assets recognised. These budgets are aligned with ongoing management actions to restore profitability in these jurisdictions. Assessed losses are being utilised largely in line with forecasts.

Potential deferred tax assets of US$12.4 million (FY24: US$16.2 million) on assessed/estimated tax losses have not been recognised at 28 February 2025 as management does not believe that it is probable that taxable profit will be available in the foreseeable future against which these losses can be utilised. The majority of these tax losses can be carried forward indefinitely.

DATATEC 2025 Annual report 99

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025 2024
MinimumleasepaymentsUS$'000 Presentvalue ofminimumleasepaymentsUS$'000 Minimum leasepaymentsUS$'000 Present valueof minimumleasepaymentsUS$'000
14. Finance lease receivables
Current portion receivable within one year 9 914 8 658 10 708 9 487
Receivable within one and two years 7 718 6 758 9 068 8 135
Receivable within two and three years 6 664 5 942 6 698 5 991
Receivable within three and four years 5 240 4 763 5 646 5 138
Receivable within four and five years 4 640 4 349 4 348 4 012
Receivable after five years 5 685 5 548 9 055 8 772
39 861 36 018 45 523 41 535
Less: unearned finance income (3 843) (3 988)
Present value of minimum lease assets 36 018 36 018 41 535 41 535
Current portion 8 658 9 487
Long-term portion 27 360 32 048
Finance lease receivables 36 018 41 535

Leases are provided to customers as part of financing for large product deals. In order to manage the risk associated with rights retained in the underlying assets, penalty clauses are included in contracts whereby customers are required to pay off the remainder of the value of the products should they exit the lease contract.

The carrying value of finance lease receivables approximates fair value, therefore no fair value disclosures are provided.

Logicalis International

One of Logicalis International's subsidiaries in Europe has entered into various finance leases, bearing interest between 0% and 7.80% (FY24 between 1.10% and 14.44%). These leases are repayable at various dates between June 2025 and April 2032. At 28 February 2025, US$32.0 million (FY24: US$37.3 million) was receivable.

Logicalis Latin America

One of Logicalis's Latin American subsidiaries has entered into various finance leases, bearing interest between 0.30% and 9.01% (FY24 between 0.30% and 9.01%). These leases are repayable at various dates between April 2026 and December 2028. At 28 February 2025, US$3.5 million (FY24: US$3.6 million) was receivable.

Corporate

One of Corporate's European subsidiaries has entered into a finance lease, bearing interest at 2.65% (FY24 2.65%). This lease is repayable at December 2028. At 28 February 2025, US$0.5 million (FY24: US$0.6 million) was receivable.

The majority of the exposure, US$32.5 million (FY24: US$38.0 million) is in Europe (refer to Note 31.4), this is all with one customer that has an external credit rating of A1 that has no history of default. Expected credit losses for the year are negligible.

2025US$'000 2024US$'000
15. Inventories
Merchandise for resale 264 114 327 623
Spares/maintenance inventory 11 734 10 437
Work-in-progress 18 672 13 279
294 520 351 339
Inventory provisions (24 732) (26 471)
269 788 324 868
Obsolete inventory amounting to US$1.6 million was written off during FY25 (FY24: US$1.1 million).
During the year, inventories of US$2.2 billion (FY24: US$2.6 billion) were recognised as part of cost of sales. There were noinventories encumbered as at 28 February 2025 (FY24: US$Nil).
Westcon International has certain inventory return arrangements with its major vendors to reduce the risk of technologicalobsolescence. Refer Note 25 for the details of the arrangements. Amounts outstanding under these arrangements are includedin trade payables (refer Note 23).
2025 2024

16. Trade receivables

16.1 Total trade receivables

2025US$'000 2024US$'000
16.1 Total trade receivables
Trade receivables 1 664 483 1 518 347
Expected credit loss allowance (31 510) (29 480)
1 632 973 1 488 867

All trade receivables represent financial assets of the Group and are measured at amortised cost.

The carrying value of trade receivables balances approximates their fair value, therefore no fair value disclosures are provided.

The weighted average write-off rate over the last three years across all classes of trade receivables is 0.09% (FY24: 0.12%). The Group therefore has sufficient expected credit loss allowances. The weighted average write-off rate has been calculated using trade receivables write-offs as a percentage of the gross trade receivables using a simple weighting over the last three years. Refer to "Write-off policy" in the Financial Instruments section of the accounting policies for more information on write-offs.

Management has concluded that the likelihood of material expected credit losses is low.

Corporate governance reports

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Financial results

continued

for the year ended 28 February 2025

16. Trade receivables (continued)

16.2 Trade receivables credit risk

The following table details the credit risk profile of trade receivables based on the Group's provision matrix.

NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
Days past due US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2025
Datatec Group Total
Current 85 7309 031 95 78610 672 882 82346 683 245 35046 002 117 77118 065 1 427 460130 453
1 ̶30 days past due 2 509 4 195 (207) 10 462 10 742 27 701
31 ̶60 days past due61 ̶90 days past due 936 1 992 2 142 4 389 3 691 13 150
91 ̶120 days past due 713 1 504 2 234 1 864 711 7 026
Over 120 days past due 1 082 11 572 13 856 8 807 23 376 58 693
Gross trade receivables 100 001 125 721 947 531 316 874 174 356 1 664 483
Expected credit lossallowance (788) (1 785) (9 274) (3 234) (16 429) (31 510)
Net trade receivables 99 213 123 936 938 257 313 640 157 927 1 632 973
Expected credit loss
allowance % 0.79 1.42 0.98 1.02 9.42 1.89
Total trade receivables over
90 days past due 1 795 13 076 16 090 10 671 24 087 65 719
Expected credit loss
allowance allocated to over
90 days past due (454) (1 672) (8 473) (3 200) (16 399) (30 198)
Over 90 days past due
expected credit loss
allowance % 25.29 12.79 52.66 29.99 68.08 45.95
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables 57.61 93.67 91.36 98.95 99.82 95.84
Westcon International
Current 60919 —— 786 60634 864 197 71134 681 116 56416 594 1 101 49086 158
1 ̶30 days past due31 ̶60 days past due 22 (2 582) 7 788 10 030 15 258
61 ̶90 days past due 1 671 3 266 3 377 8 314
91 ̶120 days past due 1 967 1 125 689 3 781
Over 120 days past due 167 13 219 4 463 23 340 41 189
Gross trade receivables 817 835 745 249 034 170 594 1 256 190
Expected credit loss
allowance (8 335) (1 254) (16 390) (25 979)
Net trade receivables 817 827 410 247 780 154 204 1 230 211
Expected credit loss
allowance % 1.00 0.50 9.61 2.07
Total trade receivables over90 days past due 167 15 186 5 588 24 029 44 970
Expected credit lossallowance allocated to over
90 days past due (7 847) (1 232) (16 387) (25 466)
Expected credit loss
allowance % over 90 dayspast due 51.67 22.05 68.20 56.63
Percentage of totalexpected credit lossallowance attributable to
over 90 days past duereceivables 94.15 98.25 99.98 98.03

16. Trade receivables (continued)

16.2 Trade receivables credit risk (continued)

2025Logicalis InternationalCurrent85 121—91 28447 6391 2071 ̶30 days past due9 012—11 80011 3211 47131 ̶60 days past due2 487—2 3582 67471261 ̶90 days past due936—3581 12331491 ̶120 days past due713—25073922Over 120 days past due915—6374 34436Gross trade receivables99 184—106 68767 8403 762Expected credit lossallowance(788)—(939)(1 980)(39)Net trade receivables98 396—105 74865 8603 723Expected credit loss0.79—0.882.921.04allowance %Total trade receivables over1 628—8875 0835890 days past dueExpected credit lossallowance allocated to over(454)—(626)(1 968)(12)90 days past dueExpected credit lossallowance % over 90 days27.89—70.5738.7220.69past duePercentage of totalexpected credit lossallowance attributable toover 90 days past due57.61—66.6799.3930.77receivablesLogicalis Latin AmericaCurrent—95 786———1 ̶30 days past due—10 409———31 ̶60 days past due—4 186———61 ̶90 days past due—1 992———91 ̶120 days past due—1 504———Over 120 days past due—11 553———Gross trade receivables—125 430———Expected credit lossallowance—(1 733)———Net trade receivables—123 697———Expected credit loss—1.38———allowance %Total trade receivables over—13 057———90 days past dueExpected credit lossallowance allocated to over—(1 672)———90 days past dueExpected credit lossallowance % over 90 days—12.81———past duePercentage of totalexpected credit loss Days past due(continued) NorthAmericaUS$'000 LatinAmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
225 25133 6048 2312 7311 7245 932
277 473
(3 746)
273 727
1.35
7 656
(3 060)
39.97
81.69
95 786
10 4094 186
1 992
1 504
11 553
125 430
(1 733)
123 697
1.38
13 057
(1 672)
12.81
over 90 days past due—96.48———receivables allowance attributable to 96.48

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Financial results

continued

for the year ended 28 February 2025

16. Trade receivables (continued)

16.2 Trade receivables credit risk (continued)

Days past due(continued) NorthAmericaUS$'000 LatinAmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
2025
Corporate andManagement Consulting
Current 4 933 4 933
1 ̶30 days past due 263 19 282
31 ̶60 days past due 9 17 26
61 ̶90 days past due 113 113
91 ̶120 days past due 17 17
Over 120 days past due 19 19
Gross trade receivables 291 5 099 5 390
Expected credit lossallowance (52) (52)
Net trade receivables 239 5 099 5 338
Expected credit lossallowance % 17.87 0.96
Total trade receivables over90 days past due 19 17 36
Expected credit lossallowance allocated to over90 days past due
Expected credit lossallowance % over 90 dayspast due
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables

The past due receivables ageing categories above are shown gross, before taking into account expected credit loss allowances. Where there are no expected credit loss allowances, the balances are deemed to be recoverable and there are either payment plans in place with the relevant customers or discussions with the customers are ongoing to resolve the payment of the outstanding balances.

Where applicable, negative amounts represent credits on accounts that have not yet been applied/cleared due to timing of customer approvals as well as payments received in advance.

16. Trade receivables (continued) 16.2 Trade receivables credit risk (continued)

Days past due(continued) NorthUS$'000 America Latin AmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
2024
Datatec Group TotalCurrent1 ̶30 days past due31 ̶60 days past due61 ̶90 days past due91 ̶120 days past dueOver 120 days past due 80 14614 8163 7631 4849631 505 101 27710 5407 9523 2922 0129 808 760 79655 81516 8914 3905 24613 015 210 77239 27712 8328 1304 1777 700 95 23113 3887 7902 1412 15021 048 1 248 222133 83649 22819 43714 54853 076
Gross trade receivables 102 677 134 881 856 153 282 888 141 748 1 518 347
Expected credit lossallowance (205) (1 325) (8 418) (3 039) (16 493) (29 480)
Net trade receivables 102 472 133 556 847 735 279 849 125 255 1 488 867
Expected credit lossallowance %* 0.20 0.98 0.98 1.07 11.64 1.94
Total trade receivables over90 days past due* 2 468 11 820 18 261 11 877 23 198 67 624
Expected credit lossallowance allocated to over90 days past due*Expected credit loss (205) (1 299) (7 698) (3 000) (16 284) (28 486)
allowance % over 90 dayspast due* 8.31 10.99 42.16 25.26 70.20 42.12
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables* 100.00 98.04 91.45 98.72 98.73 96.63
Westcon International
Current1 ̶30 days past due31 ̶60 days past due61 ̶90 days past due91 ̶120 days past dueOver 120 days past due 1572———— —————— 643 30145 68312 9254 0604 63113 015 169 12728 3029 8075 1173 5922 874 92 93712 1937 5342 1162 12321 040 905 52286 18030 26611 29310 34636 929
Gross trade receivables 159 723 615 218 819 137 943 1 080 536
Expected credit lossallowance (7 535) (854) (16 465) (24 854)
Net trade receivables 159 716 080 217 965 121 478 1 055 682
Expected credit lossallowance %* 1.04 0.39 11.94 2.30
Total trade receivables over90 days past due* 17 646 6 466 23 163 47 275
Expected credit lossallowance allocated to over90 days past due* (7 096) (859) (16 278) (24 233)
Expected credit lossallowance % over 90 dayspast due* 40.21 13.28 70.28 51.26
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables* 94.17 100.59 98.86 97.50

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

16. Trade receivables (continued)

16.2 Trade receivables credit risk (continued)

Days past due(continued) NorthUS$'000 America Latin AmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
2024
Logicalis International
Current 79 989 111 964 41 645 2 294 235 892
1 ̶30 days past due 14 814 9 988 10 975 1 195 36 972
31 ̶60 days past due 3 763 3 955 3 025 256 10 999
61 ̶90 days past due 1 484 208 3 013 25 4 730
91 ̶120 days past due 963 602 585 27 2 177
Over 120 days past due 1 505 4 826 8 6 339
Gross trade receivables 102 518 126 717 64 069 3 805 297 109
Expected credit loss
allowance (205) (883) (2 185) (28) (3 301)
Net trade receivables 102 313 125 834 61 884 3 777 293 808
Expected credit lossallowance %* 0.20 0.70 3.41 0.74 1.11
Total trade receivables over90 days past due* 2 468 602 5 411 35 8 516
Expected credit lossallowance allocated to over90 days past due* (205) (602) (2 141) (6) (2 954)
Expected credit lossallowance % over 90 dayspast due* 8.31 100.00 39.57 17.14 34.69
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables* 100.00 68.18 97.99 21.43 89.49
Logicalis Latin America
Current 101 277 101 277
1 ̶30 days past due 10 540 10 540
31 ̶60 days past due 7 952 7 952
61 ̶90 days past due 3 292 3 292
91 ̶120 days past due 2 012 2 012
Over 120 days past due 9 808 9 808
Gross trade receivables 134 881 134 881
Expected credit lossallowance (1 325) (1 325)
Net trade receivables 133 556 133 556
Expected credit lossallowance %* 0.98 0.98
Total trade receivables over90 days past due* 11 820 11 820
Expected credit lossallowance allocated to over90 days past due* (1 299) (1 299)
Expected credit lossallowance % over 90 dayspast due* 10.99 10.99
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables* 98.04 98.04

16. Trade receivables (continued) 16.2 Trade receivables credit risk (continued)

Days past due(continued) NorthUS$'000 America Latin AmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
2024
Corporate andManagement Consulting
Current 5 531 5 531
1 ̶30 days past due 144 144
31 ̶60 days past due 11 11
61 ̶90 days past due 122 122
91 ̶120 days past dueOver 120 days past due —— —— 13— —— —— 13—
Gross trade receivables 5 821 5 821
Expected credit lossallowance
Net trade receivables 5 821 5 821
Expected credit lossallowance %
Total trade receivables over90 days past due 13 13
Expected credit lossallowance allocated to over90 days past due
Expected credit lossallowance % over 90 dayspast due
Percentage of totalexpected credit lossallowance attributable toover 90 days past duereceivables

16.3 Reconciliation of the expected credit loss allowance account

NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 March 2023 (619) (7 902) (3 392) (15 829) (27 742)
Impairment losses recognised on tradereceivables (376) (809) (2 512) (132) (1 499) (5 328)
Impairment losses reversed 36 1 454 340 33 1 863
Bad debt write-offs 171 11 554 77 10 823
Net exchange gains and losses 56 (12) 68 792 904
Balance at 29 February 2024 (205) (1 325) (8 418) (3 039) (16 493) (29 480)
Impairment losses recognised on tradereceivables (785) (1 030) (2 697) (1 249) (529) (6 290)
Impairment losses reversed 346 1 752 592 4 2 694
Bad debt write-offs 202 108 358 280 153 1 101
Arising on acquisition of subsidiaries (46) (46)
Net exchange gains and losses 162 (269) 182 436 511
Balance at 28 February 2025 (788) (1 785) (9 274) (3 234) (16 429) (31 510)

Expected credit losses on trade receivables relate to the operating function of the Group.

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Financial results

continued

for the year ended 28 February 2025

2024
2025 Restated*
US$'000 US$'000
17. Prepaid expenses
Prepaid vendor maintenance* 95 385 95 347
Prepaid expenses on multi-year contracts 6 548 18 032
Prepaid commissions 7 950 8 241
Prepaid licencing 12 710 9 977
Prepaid taxes 2 522 4 031
Prepaid project costs 8 492 4 247
Prepaid insurance 5 341 4 261
Sundry prepayments (individually immaterial)* 29 299 27 527
168 247 171 663

*

Refer to Note 19.3.

2025US$'000 2024US$'000
18. Other receivables
Rebates due 32 389 23 987
Tax receivables 20 594 16 625
Restricted cash 3 753 4 250
Derivative financial assets 45 135 8 481
Purchase consideration receivable 10 142
Sundry receivables* 69 249 20 789
171 120 84 274

* Includes notes and deposits held, a loan receivable, an amount due receivable from a financial institution due to an incorrect payment, and a number of immaterial receivables.

Expected credit losses have been assessed. No material expected credit losses have been noted.

2025US$'000 2024Restated^US$'000
19. Other non-current assets and contract assets and other liabilities
19.1 Other non-current assets
Other non-current assets
Security deposits 1 727 1 530
Notes receivable* 216 10 074
Other^ 2 352 3 495
Prepaid expenses on multi-year contracts**^ 38 328 21 270
Amounts receivable for multi-year contracts*** 210 403 117 841
253 026 154 210
Non-current contract assets 125 988 46 038
Other non-current assets 379 014 200 248
* Includes US$ nil (FY24: US$9.9 million) million term note receivable recognised on disposal ofAnalysys Mason in Datatec PLC. The term note is due in the next financial year and has beenreclassified to other receivables. Refer Note 18.
** Relates to prepaid cost of sales for multi-year contracts in Westcon International, LogicalisInternational and Logicalis Latin America.
*** Relates to multi-year contracts in Westcon International where performance obligations have alreadybeen fulfilled. The amounts due to Westcon International are unconditional and the contracts arenon-cancellable. The short-term portion (US$220.8 million (FY24: US$104.3 million)) is included intrade receivables.
^ Refer below for the FY24 restatement.
Expected credit losses for the year were US$0.4 million (FY24: US$Nil).
19.2 Contract assets
Non-current 125 988 46 038
Non-current contract assets 125 988 46 038
Current 178 061 207 049
Current contract assets 178 061 207 049
Total contract assets 304 049 253 087
Changes during the year:
At the beginning of the year 253 087 244 117
Arising from new contracts in the current year* 347 295 295 372
Changes due to business combinations 148
Amounts recognised during the year in relation to new contracts and those includedin the contract asset balance at the beginning of the year* (295 020) (284 347)
Change in the time frame for a right to consideration to become unconditional (184) 36
Transfers 12 088
Impairment losses recognised (867) (155)
Reversal of impairment losses 26 490
Translation and other movements (12 524) (2 426)
Total contract assets 304 049 253 087

Corporate

Responsible

Financial results

continued

for the year ended 28 February 2025

19. Other non-current assets and contract assets and liabilities (continued)

19.2 Contract assets (continued)

Amounts relating to contract assets are balances due where products have been sold and services have been performed with contractual payment terms based on performance or time-based milestones. Once these milestones have been reached, customers are invoiced and reclassified to trade receivables. The contract asset amount represents the full remaining amount due under the contract adjusted for risk of loss components.

Expected credit losses for the year were US$0.9 million (FY24: US$0.1 million).

2025 2024
US$'000 US$'000
19.3 Other liabilities
Amounts payable for multi-year contracts*** 247 146 102 253
Other 244 352
Other liabilities 247 390 102 605

*** The short-term portion of amounts owing for purchases related to these multi-year contracts have been recognised in trade and other payables.

Retrospective restatement of consolidated statement of financial position

In the prior years, certain non-current assets and non-current liabilities relating to Logicalis International's multi-year contracts were incorrectly classified and disclosed as current assets and current liabilities. The non-current asset has now been reclassified from prepaid expenses to other non-current assets and contract assets with the non-current liability being reclassified from trade and other payables to other liabilities.

The error has been corrected in accordance with the requirements of IAS 8 by restating each of the affected financial statement line items for the prior years as follows:

Consolidated statement of financial position (extract) as at 1 March 2023

As previouslypresentedUS$'000 TotalrestatementUS$'000 Restated
US$'000
Non-current assets 610 565 10 552 621 117
Other non-current assets and contract assets 128 610 10 552 139 162
Current assets 3 015 700 (10 552) 3 005 148
Prepaid expenses 196 659 (10 552) 186 107
Total assets 3 626 265 3 626 265
Non-current liabilities 224 284 30 749 255 033
Other liabilities 68 944 30 749 99 693
Current liabilities 2 869 641 (30 749) 2 838 892
Trade and other payables 2 071 975 (30 749) 2 041 226
Total equity and liabilities 3 626 265 3 626 265
  1. Other non-current assets and contract assets and liabilities (continued) Consolidated statement of financial position (extract) as at 29 February 2024
2024
As previouslypresented Totalrestatement Restated
US$'000 US$'000 US$'000
Non-current assets 741 075 7 078 748 153
Other non-current assets and contract assets 193 170 7 078 200 248
Current assets 2 892 261 (7 078) 2 885 183
Prepaid expenses 178 741 (7 078) 171 663
Total assets 3 633 336 3 633 336
Non-current liabilities 234 612 33 974 268 586
Other liabilities 68 631 33 974 102 605
Current liabilities 2 829 580 (33 974) 2 795 606
Trade and other payables 2 017 010 (33 974) 1 983 036
Total equity and liabilities 3 633 336 3 633 336
Non-current assets 741 075 7 078 748 153
Other non-current assets and contract assets 193 170 7 078 200 248
Current assets 2 892 261 (7 078) 2 885 183
Prepaid expenses 178 741 (7 078) 171 663
Total assets 3 633 336 3 633 336
Non-current liabilities 234 612 33 974 268 586
Other liabilities 68 631 33 974 102 605
Current liabilities 2 829 580 (33 974) 2 795 606
Trade and other payables 2 017 010 (33 974) 1 983 036
Total equity and liabilities 3 633 336 3 633 336

statement of equity or the consolidated statement of cash flows. In addition, there was no impact on earnings or earnings

per share.

DATATEC 2025 Annual report 111

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Financial results

continued

for the year ended 28 February 2025

2025US$'000 2024US$'000
20. Stated capital
Authorised share capital
400,000,000 (FY24: 400,000,000) ordinary shares of ZAR0.01 each
Issued share capital
236,184,688 (FY24: 226,901,383) fully paid ordinary shares excluding treasury, sharespurchased as part of the share repurchase program, DBP and DBW shares
Stated capital 155 683 145 395
155 683 145 395
Number of Stated capital
shares US$'000
Balance at 1 March 2023 219 653 316 138 091
Issue of shares for a scrip distribution FY23 final dividend 4 606 140 8 624
Treasury shares granted to deferred DBW shares (358 394) (717)
Treasury shares relating to DBP shares that have vested in the current financial year 574 466 797
Treasury shares purchased (548 362) (1 183)
Treasury shares issued to settle share schemes that vested 2 974 217 5 077
Effects of foreign currency translation (5 294)
Balance at 29 February 2024 226 901 383 145 395
Issue of shares for a scrip distribution interim and final FY24 dividend 6 662 011 13 788
Treasury shares granted to deferred DBW shares (660 937) (1 326)
Treasury shares relating to DBP shares that have vested in the current financial year 1 332 099 2 805
Treasury shares purchased (3 809 547) (8 228)
Shares purchased under share repurchase programme (1 574 605) (4 093)
Treasury shares issued to settle share schemes that vested 2 183 692 4 572
Effects of foreign currency translation 2 770
Balance at 28 February 2025 231 034 096 155 683
Number of Treasuryshares
Reconciliation of treasury shares shares US$'000
Balance as at 1 March 2024 574 145 2 121
Treasury shares purchased 3 809 547 8 228
Shares purchased under share repurchase programme 1 574 605 4 093
Treasury shares used to settle share schemes that vested (2 183 692) (4 572)
Balance at 28 February 2025 3 774 605 9 870

Stated capital is in the Rand-denominated accounts of the holding company and is translated into US Dollars each year in the Group accounts in accordance with the accounting policy.

During the year ended 28 February 2025, 6 662 011 (FY24: 4 606 140) shares were issued as a scrip distribution to shareholders. As at 28 February 2025, the Group held 3 774 605 (FY24: 574 145) shares as treasury shares. These treasury shares were set off against stated capital in FY25. During FY25, 1 574 605 of these treasury shares were purchased as part of the share repurchase programme.

As at 28 February 2025, there were 1 375 987 shares (FY24: 2 047 149 shares) relating to the DBP and DBW (refer to Note 2). This includes 660 937 shares used for participants in the DBW in the current year (FY24: 358 394 shares used for the DBP) less 1 332 099 shares (FY24: 574 466) that vested in the current financial year and left the restrictions of the DBP. The DBP and DBW shares between grant and vesting (i.e. while forfeitable) are set off against stated capital.

21. Long-term interest-bearing liabilities
Total long-term interest-bearing liabilities
ong-term portion
epayable between one and two years
epayable between two and three years
epayable between three and four years
2025 2024
US$'000 US$'000
21. Long-term interest-bearing liabilities
Total long-term interest-bearing liabilities
Secured loans 43 187 30 775
Westcon International 10 799 10 556
Logicalis International 32 388 20 219
Unsecured loans 6 784 37 149
Westcon International 235 658
Logicalis International 689 5 024
Logicalis Latin America 5 860 31 467
49 971 67 924
Less: Current portion included in short-term interest-bearing liabilities (Note 24) (13 602) (28 786)
Long-term portion 36 369 39 138
Repayable between one and two years 13 765 33 720
Repayable between two and three years 19 299 3 176
Repayable between three and four years 1 865 1 636
Repayable between four and five years 1 428 601
Repayable after five years 12 5
36 369 39 138

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

21. Long-term interest-bearing liabilities (continued)

Secured loans and other long-term liabilities

2025
Principalamount(loancurrency) PrincipalamountUS$'000 Currency Interest rate Final repaymentdate Repayment terms Total capitalamountoutstandingUS$'000
Secured 43 187
Westcon International 10 799
180 141 SGD 6.40% May 2030* Monthly instalments 111
200 000 10 688 ZAR Three monthJIBAR + 2.61% March 2027* Full capital repayable everythree years, interest paidquarterly 10 688
Logicalis International 32 388
18 820 19 527 EUR 6.47% December 2027* Monthly instalments 16 800
8 942 9 278 EUR 6.52% April 2030* Monthly instalments 4 263
2 930 3 040 EUR 6.89% April 2029* Bi-annual instalments 2 995
2 271 2 356 EUR 6.14% November 2029* Bi-annually instalments 2 196
2 609 2 707 EUR 3.00% July 2028* Quarterly instalments 1 397
38 133 39 567 EUR Between 0.87%and 6.14% Between June 2025and February 2031* Bi-annually and monthlyinstalments 4 737
Unsecured 6 784
Westcon International 235
1 305 1 354 EUR —% August 2025* Quarterly instalments 235
Logicalis International 689
5 300 5 499 EUR 4.76% April 2025* Monthly instalments 276
1 016 635 AUD 3.60% March 2025* Annual instalments 212
Various 302 Various Between 0.10%and 9.30% BetweenSeptember 2026and October 2027* Quarterly and annualinstalments 201
Logicalis Latin America 5 860
14 913 14 913 US$ 1.82% May 2025* Quarterly instalments 731
914 914 US$ 3.42% June 2025* Quarterly instalments 99
589 589 US$ 3.42% April 2026* Quarterly instalments 104
269 269 US$ 1.82% April 2026* Quarterly instalments 92
20 000 3 398 BRL 15.50% July 2028* Monthly instalments 2 053
30 525 5 186 BRL 14.73% December 2026* Bi-annual instalments 2 593
363 876 378 CLP 8.04% June 2026* Annual instalments 188

* The amount due within 12 months is included in current portion of long-term liabilities.

One of the Westcon International long-term interest-bearing liabilities is secured by trade receivables to the value of US$21.1 million (FY24: US$22.4 million). Refer to Note 31.4.

Logicalis International's secured loans are asset-backed loans. These loans are secured against the value of the computer equipment they relate to, which is equal to the total capital outstanding, amounting to US$32.4 million (FY24: US$20.2 million).

The carrying value of long-term liabilities approximates their fair value, therefore no fair value disclosures are provided.

21. Long-term interest-bearing liabilities (continued) Secured loans and other long-term liabilities (continued)

2024
Principalamount(loancurrency) PrincipalamountUS$'000 Currency Interest rate Final repaymentdate Repayment terms Total capitalamountoutstandingUS$'000
Secured 30 775
Westcon International 10 556
180 141 SGD 6.40% August 2024* Monthly instalments 128
200 000 10 428 ZAR Three-monthJIBAR + 2,9% September 2024* Full capital repayable everythree years, interest paidquarterly 10 428
Logicalis International 20 219
8 942 9 665 EUR 6.52% April 2030* Monthly instalments 7 980
7 896 7 896 US$ 5.30% May 2024* Annual instalments 2 630
2 609 2 820 EUR 3.00% July 2028* Quarterly instalments 1 908
12 747 13 777 EUR 3.00% June 2025* Monthly instalments 1 795
5 340 5 772 EUR 2.00% June 2026* Monthly instalments 1 166
23 061 24 925 EUR 1.0% to 3.6% BetweenSeptember 2024and June 2028* Monthly instalments 4 740
Unsecured 37 149
Westcon International 658
1 100 1 189 EUR 0.0% August 2025* Annual instalments 561
761 494 AU$ 5.00% January 2025* Monthly instalments 97
Logicalis International 5 024
2 782 3 006 EUR 5.97% November 2025* Quarterly instalments 1 810
1 492 1 613 EUR 4.20% May 2025* Annual instalments 1 094
Various 4 510 Various Interest free to4.06% BetweenApril 2024and March 2027* Monthly, quarterly,bi-annually and annualinstalments 2 120
Logicalis Latin America 31 467
40 000 8 048 BRL 13.47% May 2025* Bullet payment on14 May 2025 8 265
35 000 7 042 BRL 13.65% May 2025* Bullet payment on21 May 2025 7 506
30 000 6 036 BRL 13.65% March 2025* Bullet payment on27 March 2025 6 645
14 913 14 913 US$ 2.00% May 2025* Quarterly instalments 3 857
20 000 4 024 BRL 13.55% July 2028* Annual instalments 3 437
Various 9 107 Various 1.63% to 5.00% Between April 2024and April 2026* Quarterly and monthlyinstalments 1 757
* The amount due within 12 months is included in current portion of long-term liabilities.

* The amount due within 12 months is included in current portion of long-term liabilities.

DATATEC 2025 Annual report 115

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025 2024
US$'000 US$'000
22. Lease liabilities
Non-current 53 363 45 548
Current 29 255 26 243
82 618 71 791
Current portion repayable within one year 29 255 26 243
Repayable between one and two years 20 375 16 977
Repayable between two and three years 13 645 11 912
Repayable between three and four years 8 881 7 459
Repayable between four and five years 5 259 4 631
Repayable between five and ten years 5 203 4 569
82 618 71 791
2025
Geographicsegment Currency Classes of right-of-useassets leased Interestrate Final repayment date PrincipalamountUS$'000 Total capitalamountoutstandingUS$'000
Westcon International 35 933
North America US$ Land and buildings 4.50% December 2029 595 534
Europe Various Land and buildings, officefurniture, equipment andmotor vehicles Between3.50% and5.00% Between December 2029and December 2034 28 713 23 241
Asia-Pacific Various Land and buildings Between1.78% and11.00% December 2035 10 808 8 929
MEA Various Land and buildings andmotor vehicles Between5.00% and22.00% Between May 2026 andFebruary 2031 4 001 3 229
Logicalis International 35 783
North America US$ Land and buildings andequipment Between0.00% and7.50% Between July 2025 andMay 2030 15 373 10 187
Europe EUR andGBP Land and buildings,computer equipment,office furniture, equipmentand motor vehicles Between0.00% and8.00% Between March 2025and April 2033 32 225 12 980
Asia-PacificVarious Land and buildings,computer equipment,office furniture and motorvehicles Between3.00% and9.81% Between April 2025 andJanuary 2030 16 238 11 731
MEA ZAR Land and buildings,computer equipment andmotor vehicles Between9.00% and13.75% Between August 2026and December 2027 1 641 885
Logicalis Latin America 8 321
Latin America Various Land and buildings,equipment and computerequipment Between0.39% and16.80% Between March 2025and June 2029 13 347 8 321
Corporate 2 580
Europe US$ andGBP Land and buildings andcomputer equipment Between2.49% and2.65% Between March 2025and December 2028 2 435 1 842
MEA ZAR Land and buildings andequipment Between11.25% and11.49% Between October 2027and March 2035 739 738

22. Lease liabilities (continued)

2024
Geographicsegment Currency Classes of right-of-useassets leased Interest rate Final repayment date PrincipalamountUS$'000 Total capitalamountoutstandingUS$'000
Westcon International 27 212
North America US$ Land and buildings 4.50% November 2024 1 483 251
Europe Various Land and buildings, officefurniture and equipment,and motor vehicles Between3.50% and5.00% Between November 2027and September 2031 46 472 20 741
Asia-Pacific Various Land and buildings, officefurniture and equipment Between1.79% and9.50% Between November 2024and September 2027 11 658 5 188
MEA Various Land and buildings andmotor vehicles Between4.50% and22.00% Between May 2025 andMarch 2028 5 333 1 032
Logicalis International 33 919
North America US$ Computer equipment,equipment and land, andbuildings Between0.00% and7.50% Between April 2024 andMay 2030 18 639 9 480
Europe EUR andGBP Office furniture, equipment,motor vehicles, computerequipment and land andbuildings Between0.00% and14.50% Between March 2024and April 2033 34 945 16 045
Asia-PacificVarious Office furniture, computerequipment, leaseholdimprovements, and land,and buildings Between0.00% and13.00% Between April 2024 andJanuary 2029 16 434 7 510
MEA ZAR Land and buildings,computer equipment andmotor vehicles Between8.00% and14.00% Between April 2024 andDecember 2027 1 911 884
Logicalis Latin America 7 841
Latin America Various Land and buildings,equipment and computerequipment Between0.27% and15.30% Between March 2024and June 2028 14 423 7 841
Corporate 2 819
Europe US$ andGBP Land and buildings andcomputer equipment Between2.49% and2.65% Between March 2025and December 2028 2 424 2 405
MEA ZAR Equipment and land andbuildings 9.25% Between December 2023and November 2030 528 414

Generally, these lease contracts are entered into for fixed periods but may have extension options.

The Group's lease arrangements include immaterial variable lease payments.

Short-term leases (lease term of 12 months or less) and leases of low value assets are recognised as an operating expense on a straight-line basis over the term of the lease, refer to Note 3.

No residual value guarantees have been provided. The residual value risk of leased assets is not significant, because of the existence of secondary markets for these assets.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025US$'000 2024Restated*US$'000
23. Trade and other payables
Trade payables 1 670 503 1 509 890
VAT/sales tax 79 739 69 553
Derivative financial liabilities~ 19 777 8 220
Sundry payables and accruals+* 414 398 392 871
Short-term portion of share-based payments 1 606 2 502
2 186 023 1 983 036

~ The prior year has been re-presented to show disaggregated comparative information.

  • Includes accruals for products costs, commissions, customer rebates, withholding tax, payroll taxes, other taxes and a number of individually

immaterial accruals and payables. * Refer to Note 19.3.

The carrying value of trade and other payables approximates their fair value, therefore no fair value disclosures are provided.

Trade accounts payable will be settled in the normal course of business. Included in trade payables is US$320.7 million (FY24: US$251.9 million) of payables under supplier finance arrangements. Refer to Note 25.

Withholding taxes

As at 28 February 2025, Westcon International had a contingent liability in respect of a possible withholding tax obligation at its subsidiary in the Kingdom of Saudi Arabia, Westcon Saudi Company LLC ("Westcon KSA"). This relates to payments Westcon KSA made in relation to the purchase of vendor software and maintenance services which were resold to customers during the six years ended 31 December 2020. Following an unsuccessful attempt to utilise the alternative dispute resolution procedures, the matter proceeded to a final court hearing on 29 September 2024. The written ruling disagreed with the Tax Authority's categorisation of the relevant arrangements and they now must revise their assessment of the tax liability. There remains some ambiguity as to how the ruling will be interpreted by the Tax Authority for the calculation of such an assessment. A liability has been recognised for a possible exposure in this regard.

As at 28 February 2025, withholding tax liabilities for the Group totalled US$22.5 million (FY24: US$23.5 million), which includes the liability for the Westcon KSA matter described above.

24. Short-term interest-bearing liabilities

2025US$'000 2024US$'000
24. Short-term interest-bearing liabilities
Unsecured short-term funding – Logicalis International 1 855
Unsecured short-term funding – Logicalis International 593
Unsecured short-term funding – Logicalis International 40
Unsecured short-term funding – Logicalis Latin America 191
Secured short-term funding – Westcon International 196 537 282 449
Secured short-term funding – Westcon International 81 254 87 989
Secured short-term funding – Westcon International 16 438
Secured short-term funding – Logicalis Latin America 544
Current portion of other long-term liabilities (Note 21) 13 602 28 786
308 022 402 256

The carrying value of short-term interest-bearing liabilities approximates their fair value, therefore no fair value disclosures are provided.

Unsecured loans

As at 28 February 2025, the loans with lenders have been settled in full by Logicalis International's subsidiaries.

One of Logicalis Latin America's subsidiaries has entered into a funding arrangement with a lender, bearing interest at 8.04%. This liability is repayable in June 2026. At 28 February 2025, US$0.2 million was outstanding (FY24: US$Nil million).

Secured loans

Some of Westcon International's subsidiaries have entered into various arrangements with a lender, up to a maximum of US$405.3 million (EUR390.6 million) (FY24: US$422.2 million (EUR390.6 million)), bearing interest at three-month EURIBOR + 0.9%, three-month US SOFR + 0.9%, CHF SARON +0.9% and three-month GBP SONIA + 0.9%. As at 28 February 2025, and consistent with 29 February 2024, there were no restrictions against the gross available facilities. These are rolling facilities and at 28 February 2025, US$196.5 million (FY24: US$282.4 million) was outstanding. The net availability on this facility is US$208.8 million (FY24: US$139.8 million). US$549.2 million (FY24: US$705.8 million) of trade receivables are pledged as collateral for this facility. Refer to Note 31.4.

One of Westcon International's subsidiaries has entered into various arrangements with a lender of US$130.0 million, bearing interest at 1.60% above bank base rate. The maximum facility is US$130.0 million. As at 28 February 2025, there were restrictions of US$16.0 million (FY24: US$38.4million). These are rolling facilities and at 28 February 2025, US$81.3 million (FY24: US$88.0 million) was outstanding. The net availability of this facility, after taking into account restrictions and the amount outstanding, was US$32.7 million (FY24: US$3.6 million). US$134.3 million (FY24: US$136.8 million) of trade receivables are pledged as collateral for this facility. Refer to Note 31.4.

Some of Westcon International's subsidiaries have entered into various arrangements with a lender, up to a maximum of US$138.0 million (FY24: US$71.5 million), bearing interest at 3.25% for European facilities, 8.52% for American facilities and 6.97% for Australian facilities. As at 28 February 2025, and consistent with 29 February 2024, there were no restrictions against the gross available facilities. These are rolling facilities and at 28 February 2025, US$16.4 million (FY24: US$Nil million) was outstanding. The net availability on this facility is US$121.6 million (FY24: US$71.5 million). No trade receivables are pledged as collateral for this facility.

One of Logicalis Latin America's subsidiaries has entered into funding arrangements with various lenders. The outstanding amounts have been settled in full by the subsidiary.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

25. Liabilities under supplier finance arrangements

Supplier finance arrangements are characterised by one or more finance providers offering to pay amounts the Group owes its suppliers and the Group agreeing to pay according to the terms and conditions of the arrangements at the same date as, or a date later than, suppliers are paid. These arrangements provide the Group with extended payment terms, or the Group's suppliers with early payment terms, compared to the related invoice payment due date.

The Group, through its subsidiaries, enters into supplier finance arrangements that have been classified as trade payables as well as those where the arrangement has substantially modified the trade payable, such that it is considered as a new arrangement with the trade payable being derecognised and a new financial liability being recognised.

Consistent with IAS 7 paragraph 63(a) of the transition requirements of the amendment, the Group only presents the financial information as at 28 February 2025.

Arrangements where a new financial liability is recognised

Prior to the amendments to IAS 7 and IFRS 7, where the derecognition criteria of the trade payable was met, the Group derecognised the trade payable and disclosed the liabilities under supplier finance arrangements within "interest-bearing liabilities" on the consolidated statement of financial position. The cash flow arising from the supplier finance arrangements was disclosed within cash flow from financing activities. The cash inflow was disclosed within "proceeds from long-term liabilities" or "repayment of short-term liabilities" and the cash outflow within "repayments from long-term liabilities" or "repayment from short-term liabilities" on the consolidated statement of cash flows.

Following the amendments, the Group has disclosed "liabilities under supplier finance arrangements" separate from "interestbearing liabilities" in its consolidated statement of financial position. The Group further disclosed the cash outflows arising from supplier finance arrangements separately under cash flow from financing activities in the consolidated statement of cash flows.

A summary of the Group's supplier finance arrangements classified as separate financial liabilities have been included below:

Logicalis International

Certain subsidiaries in Logicalis International have inventory purchase financing arrangements with finance providers for specified vendors' purchases which extends payment terms beyond the vendors' normal payment terms.

Region Currency Range of payment due dates undersupplier finance arrangement Facility limitUS$'000 Carrying amount ofliabilities undersupplier financearrangements*US$'000
23 675 15 863
Asia-Pacific US$, SGD and MYR Various 10 211 10 199
Europe EUR and GBP Quarterly and annual instalments 13 464 5 664
* The amount due within 12 months is included in in the carrying amount disclosed above.
Non-current liabilities
Current liabilities
Liabilities under supplier finance arrangements 15 863

Arrangements which remain classified and disclosed as part of trade and other payables

For supplier finance arrangements where the derecognition criteria of the trade payable was not met, the Group continues to disclose the arrangements as part of trade and other payables on the consolidated statement of financial position with the cash flows arising from the arrangements being disclosed in cash flow from operating activities, "working capital changes" on the consolidated statement of cash flows.

A summary of the Group's supplier finance arrangements classified as trade and other payables have been included below:

Logicalis International

Certain subsidiaries in Logicalis International have inventory purchase financing arrangements with finance providers for specified vendors' purchases which extends payment terms beyond the vendors' normal payment terms. Purchases within the normal vendor credit terms are described as unfunded.

25. Liabilities under supplier finance arrangements (continued)

Region Currency Range of payment duedates under supplierfinance arrangement Range of payment duedates for tradepayables not part ofsupplier financearrangements Facility limitUS$'000 Carrying amountof liabilities undersupplier financearrangementsUS$'000
131 878 20 723
US US$ 90 days after invoicedate. Interest charged onfacility used 0 - 60 days after invoicedate. No interestcharged 123 600 19 345
Europe US$ and EUR Various Various 8 278 1 378

Logicalis Latin America

Certain subsidiaries in Logicalis Latin America have an inventory purchase financing arrangement with a finance provider for specified vendors' purchases which extends payment terms beyond the vendors' normal payment terms. Purchases within the normal vendor credit terms are described as unfunded.

Region Currency Range of payment duedates under supplierfinance arrangement Range of payment duedates for tradepayables not part ofsupplier financearrangements Facility limitUS$'000 Carrying amountof liabilities undersupplier financearrangementsUS$'000
98 112 24 608
Latin America US$ and MXN 90 – 180 days afterinvoice date* 90 days after invoicedate 98 112 24 608
Range of payment duedates under supplierRegionCurrencyfinance arrangement Range of payment duedates for tradepayables not part ofsupplier financearrangements Facility limitUS$'000 Carrying amountof liabilities undersupplier financearrangementsUS$'000
98 112 24 608
Latin America US$ and MXN 90 – 180 days afterinvoice date* 90 days after invoicedate 98 112 24 608

* Extended payment terms begin at 90+ days up to US$98.1 million (FY24: US$89.0 million). There is an additional limit of US$20.0 million that can be accessed for a period of up to 30 days, thus a total maximum of US$118.1 million (FY24: US$109.0 million).

Westcon International

Westcon International has certain inventory return arrangements with its major vendors to reduce the risk of technological obsolescence.

Region Currency Range of payment duedates under supplierfinance arrangement Range of payment duedates for tradepayables not part ofsupplier financearrangements Facility limitUS$'000 Carrying amountof liabilities undersupplier financearrangementsUS$'000
641 500 275 359
Asia-Pacific US$ 0% interest on invoicesoutstanding for up to 90days, Adjusted OneMonth Term SOFR forevery 30 days extensionthereafter 30 days after date ofinvoice. No interestcharged 100 000 31 365
Europe US$ Between 30 and 60 daysafter invoice date. Nointerest charged Between 0 and 30 daysafter date of invoice. Nointerest charged 378 470 176 074
MEA US$ Various Various 163 030 67 920
other payables Liabilities under supplier finance arrangements classified as trade and 320 690
Region Currency Range of payment duedates under supplierfinance arrangement Range of payment duedates for tradepayables not part ofsupplier financearrangements Facility limitUS$'000 Carrying amountof liabilities undersupplier financearrangementsUS$'000
641 500 275 359
Asia-Pacific US$ 0% interest on invoicesoutstanding for up to 90days, Adjusted OneMonth Term SOFR forevery 30 days extensionthereafter 30 days after date ofinvoice. No interestcharged 100 000 31 365
Europe US$ Between 30 and 60 daysafter invoice date. Nointerest charged Between 0 and 30 daysafter date of invoice. Nointerest charged 378 470 176 074
MEA US$ Various Various 163 030 67 920
other payables Liabilities under supplier finance arrangements classified as trade and 320 690

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

Restructuring Legalclaimsandcosts VAT/sales taxUS$'000 US$'000 US$'000 US$'000 Pensionobligations Dilapidations/assetretirementobligations OnerouscontractsUS$'000 US$'000 US$'000 US$'000 Other Total
26. Provisions
Balance at1 March 2024 6 960 1 067 2 593 3 934 4 132 1 603 3 027 23 316
Arising on acquisitionof subsidiaries 520 520
Amounts added 20 422 3 863 369 859 799 313 153 26 778
Utilised (9 287) (119) (28) (223) (477) (322) (2 234) (12 690)
Amounts reversed (1 921) (3 082) (212) (99) (520) (5 834)
Translation and other (644) (109) 40 (257) (12) (47) (11) (1 040)
Balance at28 February 2025 15 530 1 620 2 974 4 101 4 343 1 547 935 31 050
Expected maturity:
Within one year 15 530 846 2 974 802 929 135 429 21 645
Between two to fiveyears 763 857 717 1 412 482 4 231
More than five years 11 2 442 2 697 24 5 174
15 530 1 620 2 974 4 101 4 343 1 547 935 31 050
2025 2024
US$'000 US$'000
Long-term portion 9 405 9 076
Short-term portion 21 645 14 240
31 050 23 316

Restructuring provisions include expected costs for certain restructuring activities of the Group where the details have already been announced to affected parties. The timing of restructuring provisions is fairly certain in the majority of instances and is expected to be settled within 12 months. There is minimal uncertainty with regards to the amounts but some provisions are subject to final agreement.

Legal claims and costs are provisions for anticipated settlements including costs for various legal matters that the Group is defending. There is uncertainty regarding the timing of legal claims as the finalisation of certain lawsuits cannot be determined. There is some uncertainty regarding the amounts but best estimates have been provided by both in-house and external legal counsel of the Group.

VAT/Sales tax provisions relate to provisions for potential taxes in foreign jurisdictions and external tax consultants are being utilised to investigate these exposures.

Pension obligations relate to a pension scheme operated by Logicalis International and Logicalis Latin America, for which full defined benefit pension disclosure has not been disclosed due to it not being material. The timing of pension obligations is uncertain and is determined by external actuaries. The uncertainty relates to assumptions include discount rates, retirement ages and estimates of growth in retirement funding.

Dilapidations and asset retirement obligations relate to provisions where the Group is expected to restore certain leased property and assets to their original condition. The timing of some dilapidations/asset retirement obligations is fairly certain and based on the lease agreement end dates but there is uncertainty regarding one dilapidation obligation. There is uncertainty with regard to the amounts as they are subject to the properties' conditions, the position and behaviour of the landlord and the local rates prevailing at the time.

Onerous contracts consist of projects in progress in which the costs of meeting the obligations under the contract exceed the economic benefits expected to be received. Some uncertainty exists over the timing and amount of onerous contracts. These have been determined using management's best estimate of the duration and costs to complete the relevant projects.

Other provisions include asset vendor credits and other provisions which are individually insignificant.

2025US$'000 2024US$'000
27. Deferred revenue
Non-current 51 379 43 387
Current 152 711 157 900
204 090 201 287
Changes during the year:
At the beginning of the year 201 287 188 221
Changes due to new contracts and revenue recognised that was included in the contractliability balance at the beginning of the year* 284 741 255 218
Arising on acquisition of subsidiaries 233 641
Change in estimation of transaction price (646)
Change in the time frame for a right to consideration to become unconditional 623 (61)
Amounts recognised during the year (276 173) (244 585)
Translation and other movements (6 621) 2 499
204 090 201 287
revenue opening balance. * The current year amount includes US$130.3 million (FY24: US$114.5 million) recognised as revenue during the year that was included in the deferred
Deferred revenue relates to payments received from customers where there is still a commitment to complete the performance

obligation. As at 28 February 2025, 62.8% (FY24: 60.0%) of unsatisfied performance obligations are expected to be recognised within the next 12 months. Revenue is only recognised once the performance obligation has been satisfied/partially satisfied.

28. Bank overdrafts

2025US$'000 2024US$'000
Bank overdrafts unconditionally repayable on demand (Note 36) 87 345 53 496
Logicalis International 41 463 24 562
Logicalis Latin America 45 315 28 934
Corporate and Management Consulting 567
Bank overdrafts repayable on demand under certain conditions (Note 36) 106 014 125 481
Westcon International 10 550 8 603
Logicalis International 95 464 116 878
193 359 178 977
Region Facilitycurrency Facility limitUS$'000Interest rate OverdraftUS$'000
Westcon International 10 550
Bank overdrafts repayable on demand under certain conditions 10 550
UAE US$ 25 000 Emirates Interbank Offered Rate ("EIBOR") (threemonth) + 2.50% (6.70% as at 28 February 2025) 6 238
Indonesia US$ 11 000 For IDR drawings, bank best lending rate minus5.20% (10.80% average as at 28 February 2025) 4 312
2025
Region Facilitycurrency Facility limitUS$'000 Interest rate OverdraftUS$'000
Westcon International 10 550
Bank overdrafts repayable on demand under certain conditions 10 550
UAE US$ 25 000 Emirates Interbank Offered Rate ("EIBOR") (threemonth) + 2.50% (6.70% as at 28 February 2025) 6 238
Indonesia US$ 11 000 For IDR drawings, bank best lending rate minus 4 312

Only facilities that have been drawn at 28 February 2025 have been included in the table above. There are further facilities available to be drawn upon, which together with the outstanding facilities above, amounts to total facilities of US$41.2 million (FY24: US$31.3 million). US$10.6 million (FY24: US$8.6 million) was drawn at year-end. As at 28 February, there were restrictions of US$Nil (FY24: US$Nil). The net availability of the facilities is US$30.6 million (FY24: US$22.7 million). The net availability does not include any cash sources in Westcon International. US$Nil (FY24: US$Nil) of trade receivables are pledged as collateral against bank overdrafts.

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

28. Bank overdrafts (continued)

2025
Region Facilitycurrency Facility limitUS$'000 Interest rate OverdraftUS$'000
Logicalis International 136 927
Bank overdrafts unconditionally repayable on demand 41 463
UK, Channel Islands andGermany Various –* Interest rates vary based on the amounts drawndown. This is not an additional facility. Thisoverdraft is offset by cash in a pooling agreement 41 463
Bank overdrafts repayable on demand under certain conditions 95 464
UK US$ 115 000 SOFR**, SONIA**, BBSW**, EURIBOR** andSORA** (dependent on the length of the interestperiod) plus a margin rate which is determinedfrom a margin ratchet on quarterly leverage 90 523
2026. • This facility is in place for a four-year term and will be renegotiated in November
quarterly. • The facility includes leverage and interest cover covenants which are tested
South Africa ZAR 3 762 11.00% as at 28 February 2025 3 762
Indonesia US$ 12 500 For IDR drawings, bank best lending rate minus5.85%. For US$ drawings, bank best lending rateminus 7.25% (8.00% average as at 28 February2025) 1 179
• This facility has no specified maturity date.

* The total facility limit applies to an account with cash pooling.

** SOFR – Secured Overnight Financing Rate.

SONIA – Sterling Overnight Interbank Average Rate.

BBSW – Bank Bill Swap Rate.

EURIBOR – Euro Interbank Offered Rate.

SORA – Singapore Overnight Rate Average.

Only facilities that have been drawn at 28 February 2025 have been included in the table above. There are further facilities available, which together with the drawn facilities above on all Logicalis International bank overdrafts, excluding unlinked overdrafts, amount to total facilities of US$139.5 million (FY24: US$140.6 million). Furthermore, there are US$136.9 million in overdrafts (FY24: US$141.4 million) at year-end. No restrictions apply to the facilities. The net availability of all facilities, excluding unlinked overdrafts is US$44.0 million (FY24: US$23.3 million). The net availability does not include any cash sources in Logicalis International.

28. Bank overdrafts (continued)

2025
Region Facilitycurrency Facility limitUS$'000 Interest rate OverdraftUS$'000
Logicalis Latin America 45 315
Bank overdrafts unconditionally repayable on demand 45 315
Brazil BRL 14 504 Fixed rate of 15.65% 14 504
Brazil US$ 7 828 Fixed rate of 8.10% 7 828
Brazil US$ 4 085 Fixed rate of 8.00% 4 085
Brazil BRL 3 598 CDI (Interbank deposit rate) + 3.29% (15.14% at28 February 2025) 3 598
Chile US$ 1 000 Fixed rate of 9.06% 802
Chile US$ 17 000 Fixed rate of 9.06% 5 492
Brazil BRL 30 582 CDI (Interbank deposit rate) + 2.32% (15.47% at28 February 2025) 7 934
Argentina ARS 8 587 Fixed rate of 47.00% 1 072

Only facilities that have been drawn at 28 February 2025 have been included in the table above. There are further facilities available, which together with the drawn facilities above on all Logicalis Latin America bank overdrafts, amounts to total facilities of US$210.2 million (FY24: US$151.0 million). US$45.3 million of overdrafts (FY24: US$28.9 million) at year-end. No restrictions apply to the facilities. The net availability of all facilities is US$164.9 million (FY24: US$122.1 million). The net availability does not include any cash sources in Logicalis Latin America.

2025
Region Facilitycurrency Facility limitUS$'000Interest rate OverdraftUS$'000
Corporate and Management Consulting
Bank overdrafts unconditionally repayable on demand
Brazil BRL and US$ 738 Various 567
2025
Region Facilitycurrency Facility limitUS$'000Interest rate OverdraftUS$'000
Corporate and Management Consulting
Bank overdrafts unconditionally repayable on demand
Brazil BRL and US$ 738 Various 567

Only facilities that have been drawn at 28 February 2025 have been included in the table above. There are US$0.6 million of overdrafts (FY24: US$Nil million) at year-end. No restrictions apply to the facilities. The net availability of all facilities is US$0.2 million (FY24: US$Nil million). The net availability does not include any cash sources in Corporate and Management Consulting.

continued

for the year ended 28 February 2025

28. Bank overdrafts (continued)

2024
Facility Facility limit Overdraft
Region currency US$'000 Interest rate US$'000
Westcon International 8 603
Bank overdrafts repayable on demand under certain conditions 8 603
UAE US$ 15 000 Emirates Interbank Offered Rate ("EIBOR") (threemonth) + 2.50% (7.74% as at 29 February 2024) 7 967
Indonesia US$ 3 000 For IDR drawings, bank best lending rate minus5.20% (10.80% average as at 29 February 2024) 636
Logicalis International 141 440
Bank overdrafts unconditionally repayable on demand 24 562
UK, Channel Islands andGermany Various –* Interest rates vary based on the amounts drawndown. This is not an additional facility. Thisoverdraft is offset by cash in a pooling agreement 24 163
Indonesia IDR 6 400 9.00% as at 29 February 2024 399
Bank overdrafts repayable on demand under certain conditions 116 878
UK Various 115 693 SOFR**, SONIA**, BBSW**, EURIBOR** andSORA** (dependent on the length of the interestperiod) plus a margin rate which is determined froma margin ratchet on quarterly leverage 113 108
quarterly. • This facility matures in November 2026 after a four-year term.• The facility includes leverage and interest cover covenants which are tested
South Africa ZAR 3 678 11.00% as at 29 February 2024 3 678
South Africa ZAR • This facility has no specified maturity date. 104 Prime plus 6.2% (17.00% as at 29 February 2024) 92

* The total facility limit applies to an account with cash pooling.

** SOFR – Secured Overnight Financing Rate. SONIA – Sterling Overnight Interbank Average Rate. BBSW – Bank Bill Swap Rate.

EURIBOR – Euro Interbank Offered Rate. SORA – Singapore Overnight Rate Average.

2024

Facilitycurrency Facility limitUS$'000 Interest rate OverdraftUS$'000
Logicalis Latin America 28 934
28 934
BRL 29 February 2024) 12 054
US$ 6 004
US$ 4 026
BRL 29 February 2024) 608
US$ 794
US$ 5 448
Bank overdrafts unconditionally repayable on demand12 054 CDI (Interbank deposit rate) + 2.70% (13.85% at6 004 This is a fixed rate of 8.10%4 026 This is a fixed rate of 8.00%608 CDI (Interbank deposit rate) + 3.29% (13.55% at1 000 This is a fixed rate of 10.09%14 000 This is a fixed rate of 10.28%

* The total facility limit applies to an account with cash pooling.

29. Contingent liabilities, guarantees and litigation

Datatec and its subsidiaries have issued, in the ordinary course of business, guarantees to third parties in respect of finance and trading facilities and guarantees for lease commitments.

The Group has certain contingent liabilities resulting from litigation and claims. Management believes, after taking legal advice where appropriate on the probable outcome of these contingencies, that none of these contingencies will materially affect the financial position or the results of operations of the Group.

30. Related-party transactions

Sales and purchases between Group companies are concluded on normal commercial terms in the ordinary course of business. For the year ended 28 February 2025, the inter-group sales of goods and provision of services amounted to US$26.3 million (FY24: US$36.9 million - Restated, refer to Note 1), which are eliminated on consolidation. Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Key management personnel compensation:

2025US$'000 2024US$'000
Key management personnel compensation:
Short-term employee benefits 9 590 8 270
Post-employment benefits 291 304
Share-based payments 1 885 183
11 766 8 757

Key management personnel compensation comprises the compensation of 12 (FY24: 12) senior executives of the Group's divisions. The remuneration of Datatec's executive directors is included in Note 3 and in the tables on the following page. There were no prescribed officers in the Company.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

30. Related-party transactions (continued)

Directors' emoluments

The following tables set out the remuneration of individual directors who held office during FY25 and FY24.

2025
Guaranteed package
BasicsalaryUS$'000 PensionUS$'000 Otherbenefits*US$'000 FeesUS$'000 STIUS$'000 LTIUS$'000 TotalUS$'000
Executive directors
JP Montanana 1 310 214 47 3 079 3 517 8 167
IP Dittrich 579 87 40 738 990 2 434
Total executive directors 1 889 301 87 3 817 4 507 10 601
Non-executive directors
SJ Davidson (retired 31 July 2024) 42 42
S Everaet 87 87
CR Jones (appointed 3 June2024) 68 68
M Makanjee 245 245
CRK Medlock (retired 31 July2024) 38 38
MJN Njeke 122 122
LC Rapparini ** 188 188
DS Sita 116 116
Total non-executive directors 906 906
Total directors' emoluments 1 889 301 87 906 3 817 4 507 11 507

2024

Guaranteed package
Basic salaryUS$'000 PensionUS$'000 Otherbenefits*US$'000 FeesUS$'000 STIUS$'000 LTIUS$'000 TotalUS$'000
Executive directors
JP Montanana 1 272 214 50 2 796 1 764 6 096
IP Dittrich 562 84 39 670 623 1 978
Total executive directors 1 834 298 89 3 466 2 387 8 074
Non-executive directors
SJ Davidson 101 101
S Everaet 30 30
M Makanjee 238 238
JF McCartney (retired 27 July2023) 32 32
CRK Medlock 89 89
MJN Njeke 121 121
LC Rapparini ** 194 194
DS Sita 103 103
Total non-executive directors 908 908
Total directors' emoluments 1 834 298 89 908 3 466 2 387 8 982

* Other benefits include private medical insurance, permanent health insurance, life assurance and fuel for private vehicle.

** Fees paid to LC Rapparini include: Datatec NED fees US$82 000 (FY24: US$ 80 000) paid by the Company plus Logicalis LATAM ARCC Chair and Board committee fees US$106 000 (FY24: US$114 000) paid by Logicalis LATAM. The total fees paid to non-executive directors will therefore not agree to the fees disclosed in Note 3.

There has been no change in the directors holding office from 28 February 2025 up to the date of approval of these financial statements.

wards - movement in 2025
-- -------------------------- --

30. Related-party transactions (continued) Conditional Share Plan ("CSP")

Grants were made under the CSP in FY25 and FY24 including the following awards to directors:
Number of awards - movement in 2025 Fair value of awards
CSP Grantdate 29February2024 Granted Vested Lapsed 28February2025 On grantUS$'000 Ongrant as% ofbasepay Onvesting 28February2025US$'000 US$'000 US$'000 29February2024
JP Montanana 1-Jun-21 834 034 — (834 034) 1 094 91 1 733 1 764
1-Jul-22 713 605 — 713 605 1 261 105 1 884 1 006
1-Jun-23 1 008 933 — 1 008 933 1 908 150 1 776 1 422
18-Jun-24 — 976 415 — 976 415 1 965 150 1 718
2 556 572 976 415 (834 034) — 2 698 953 5 378 4 192
IP Dittrich 1-Jun-21 294 692 — (294 692) 387 73 612 623
1-Jul-22 252 142 — 252 142 446 84 666 355
1-Jun-23 356 490 — 356 490 674 120 627 503
18-Jun-24 — 344 999 — 344 999 694 120 607
903 324 344 999 (294 692) — 953 631 1 900 1 481

Deferred Bonus Warrants ("DBW")

Under the terms of the DBW plan, the executive directors must defer a minimum of 20% of their bonus and may elect to defer up to 50%. Executive directors deferred part of their FY24 bonuses under the terms of the DBW. The deferred part of the FY24 bonus was used to purchase Datatec "Bonus Shares" which will be held in escrow until vesting. In accordance with the policy, an equal co-investment from the Company was applied to the deferred bonus amount in the form of a grant of Share Appreciation Rights (SARs) whose expected value based on an actuarial calculation is equal to the STI deferred. The Company's co-investment in the SARs is not disclosed in the LTI element shown in the directors' remuneration table in the year of grant but instead the fair value of the SARs is included in LTI in the financial year prior to their vesting date. Refer to the tables below:

DBW Grant date Amount of bonus deferred% US$'000 Bonus sharespurchasedUS$'000 SARs granted Fair value ofawards onUS$'000 grant US$'000
JP Montanana 15-Aug-22 22.1 % 624 624 624 1 248
1-Jun-23 29.4 % 473 473 473 946
7-June-24 36.0 % 1 006 1 006 1 006 2 012
IP Dittrich 15-Aug-22 20.0 % 124 124 124 248
1-Jun-23 22.1 % 85 85 85 170
7-June-24 20.0 % 134 134 134 268
Number of awards - movement in 2025 Fair value of awards
DBW SARs Grantdate GrantpriceZAR 29February2024 Granted Vested Lapsed 28February2025 On grant 28February2025US$'000 US$'000 US$'000 29February2024
JP Montanana 15-Aug-22 27.75 1 411 860 — 1 411 860 624 1 633 943
1-Jun-23 36.36 1 000 000 — 1 000 000 473 697 668
7-Jun-24 36.99 — 1 500 000 — 1 500 000 1 006 996
2 411 860 1 500 000 — 3 911 860 3 326 1 611
IP Dittrich 15-Aug-22 27.75 279 701 — 279 701 124 324 187
1-Jun-23 36.36 180 212 — 180 212 85 126 120
7-Jun-24 36.99 — 199 812 — 199 812 134 133
459 913 199 812 — 659 725 583 307

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

30. Related-party transactions (continued)

Directors' interests in the ordinary shares of the Company at 28 February 2025 and 29 February 2024 are shown below:

2025 2024
Direct Indirect Associates Total Direct Indirect Associates Total
Executive directors
JP Montanana 500 000 41 419 666 — 41 919 666 500 000 36 505 480 — 37 005 480
IP Dittrich 1 310 197 — 1 310 197 1 213 729 — 1 213 729
Non-executivedirectors
SJ Davidson* 11 001 11 001
1 810 197 41 419 666 — 43 229 863 1 713 729 36 505 480 11 001 38 230 210

* Retired 31 July 2024.

Of Mr Montanana's shareholding, 4 733 334 (FY24: 3 000 000) shares have been pledged as security for certain equity funding transactions.

Directors' interests in ordinary shares of the Company shown above are unchanged from 28 February 2025 to the date of this report. Non-executive directors not shown in the above tables did not hold any Datatec shares in either year. Shares held by executive directors in relation to the DBP and DBW (which are forfeited if they resign from the Company) are included in the above table.

31. Financial instruments

31.1 Financial risk management objectives

The management of financial risks relating to the operations of the Group is in line with the Group's decentralised business model with oversight through divisional Audit, Risk and Compliance Committee meetings. This is achieved through the use of internal risk analyses which analyse exposures by likelihood and magnitude of risks. These risks include market risk (including currency and interest rate risk), credit risk and liquidity risk.

The Group seeks to minimise the effects of these risks by matching assets and liabilities as far as possible or using derivative financial instruments to hedge these risk exposures. The use of financial derivatives is governed by the Group's internal policies applicable at subsidiary level. The Group does not enter into or trade in financial instruments, including derivative financial instruments, for speculative purposes.

When appropriate, management reports regularly to the Group's Audit, Risk and Compliance Committee.

The Group's financial assets and liabilities consist mainly of net cash resources, accounts receivable, accounts payable, borrowings and leases.

31.2 Capital risk management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to stakeholders through optimisation of the debt and equity balance. The Group's overall strategy with respect to the debt and equity balance remains unchanged from FY25, with particular focus placed on the management of overall net debt. The capital structure of the Group consists of debt, which includes the borrowings disclosed in Notes 21 and 24, supplier finance arrangements (Note 25), bank overdrafts (Note 28), leases disclosed in Note 22, net cash resources (Note 36) and equity attributable to equity holders of the parent, comprising issued capital (Note 20), reserves and retained earnings.

Gearing ratio

The Group's capital structure is reviewed on at least a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The gearing ratio at the year-end was as follows:

2025US$'000 2024US$'000
Long-term interest-bearing liabilities 36 369 39 138
Short-term interest-bearing liabilities 308 022 402 256
Lease liabilities – long-term 53 363 45 548
Lease liabilities – short-term 29 255 26 243
Supplier finance arrangements – long-term 2 336
Supplier finance arrangements – short-term 13 527
Cash resources (584 113) (569 035)
Bank overdrafts 193 359 178 977
Net debt 52 118 123 127
Total equity attributable to the parent 520 938 501 233
Gearing ratio: debt-to-equity ratio 10 % 25 %
31.3 Categories of financial instruments
Financial assets
Financial assets at fair value through profit or loss 29 199 8 099
Financial assets at fair value – designated as cash flow hedges 15 936 382
Financial assets at amortised cost 2 571 169 2 305 877
Financial liabilities
Financial liabilities at fair value through profit or loss 12 742 1 971
Financial liabilities at fair value – designated as cash flow hedges 7 035 6 249
Financial liabilities at amortised cost 2 812 302 2 562 327

31.3 Categories of financial instruments

Financial assets

Financial liabilities

There were no transfers between level 1 and level 2 during the year for recurring fair value measurements.

Financial assets and liabilities at fair value – designated as cash flow hedges are included in Other receivables (see Note 18) as part of derivative financial assets and Trade and other payables (see Note 23) as part of sundry payables and accruals respectively.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

31. Financial instruments (continued)

31.4 Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.

Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas. Ongoing credit evaluations are performed on the financial condition of accounts receivable and, where possible and appropriate, credit insurance cover is purchased. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The Group defines counterparties as having similar characteristics if they are related entities.

In the current and prior year, no single customer balance exceeded 5% of the total trade receivables balance of the Group at the end of the financial year. There has not been any change in the credit quality of this receivable and the amount is considered recoverable. The majority of the balance receivable is current and this receivable therefore presents a low credit risk. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with appropriate credit ratings assigned by international or recognised credit rating agencies.

Concentration risk is monitored and addressed by management on an ongoing basis.

The carrying amount of financial assets recorded in the financial statements (see Note 31.3), which is net of impairment losses, represents the Group's maximum exposure to credit risk without taking account of the value of any collateral obtained. Further information on the concentration of credit risk is detailed in the following table:

Level NorthAmericaUS$'000 LatinAmericaUS$'000 EuropeUS$'000 AsiaPacificUS$'000 MEAUS$'000 TotalUS$'000
2025
Financial assets at amortised cost
Bonds 2 501 2 501
Finance lease receivables 3 528 32 490 36 018
Loans granted to third parties and otherlong-term assets due 1 071 180 590 28 219 4 189 214 069
Gross trade accounts receivable 100 001 125 721 947 531 316 874 174 356 1 664 483
Less: Expected credit loss allowances (788) (1 785) (9 274) (3 234) (16 429) (31 510)
Sundry receivables 7 718 13 450 72 520 4 923 2 884 101 495
Cash resources 50 866 67 453 192 187 218 561 55 046 584 113
Financial assets at fair valuethrough profit or loss
Derivative financial assets notdesignated as hedging instruments 2 1 888 27 112 199 29 199
Derivative financial assets at fairvalue – designated as cash flow
hedges 2 15 936 15 936
Maximum on-balance sheet exposure 158 868 210 255 1 459 092 565 542 222 547 2 616 304
Financial guarantees
Contract assets 102 925 45 301 101 486 54 096 241 304 049

31. Financial instruments (continued) 31.4 Credit risk management (continued)

NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
Level US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2024
Financial assets at amortised cost
Bonds 3 959 3 959
Finance lease receivables 3 556 37 979 41 535
other long-term assets due 126 635 18 185 2 694 147 514
Gross trade accounts receivable 102 678 134 881 856 153 282 888 141 747 1 518 347
Less: Expected credit loss allowances (205) (1 325) (8 418) (3 039) (16 493) (29 480)
Sundry receivables 8 969 6 071 31 506 5 249 3 172 54 967
Cash resources 43 774 73 975 207 232 169 058 74 996 569 035
Financial assets at fair value
through profit or loss
Derivative financial assets notdesignated as hedging instruments 2— 120 7 063 603 313 8 099
Derivative financial assets at fair
value – designated as cash flow 2— 382 382
hedges
Maximum on-balance sheet exposure 155 216 217 278 1 258 532 472 944 210 388 2 314 358
Financial guarantees
Contract assets 82 972 56 476 65 322 47 524 793 253 087

The carrying values of loans granted to third parties, other long-term assets due and sundry receivables balances approximates their fair value, therefore no fair value disclosures are provided.

The internal risk rating of loans granted to third parties and other long-term assets due and other receivables is "low credit risk" and these financial assets are considered to be performing.

The external credit ratings of the Group's main banks range from lower medium grade to high grade. The external credit risk ratings of bonds is B- stable. There have been no defaults by the Angolan government on bond maturity in the past and the National Bank of Angola has been settling bonds as they fall due.

When measuring expected credit losses, the Group uses publicly available, reasonable forward-looking information. Expected credit losses are based on the difference between the contractual cash flows due and those that the lender would expect to receive, taking into account cash flows from collateral and integral credit enhancements.

For trade receivables, finance lease receivables and contract assets, the Group has applied the simplified approach in IFRS 9 to measure the loss allowance at lifetime expected credit losses. The Group determines the expected credit losses on these items by using a provision matrix, which takes into consideration the payment profiles of these receivables over a period of 12 months in preceding financial years, the Group's historical credit loss experience, adjusted for factors that are specific to the receivables, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date. The Group considers forward looking information such as known changes in the macroeconomic environment of customers located in a certain geography, the deterioration in the Group's relationship or discussions with a particular customer. Consideration of these factors enables an estimation of future expected credit losses to be made. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix. A default on a receivable occurs when the receivable fails to make contractual payments when they fall due.

The Group's trade receivables share similar risk characteristics by nature. The default percentages on outstanding trade receivables are determined based on the geographical regions of the trade receivables.

In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The Group recognises lifetime expected credit losses for trade receivables, which are estimated using a provision matrix. This matrix takes into consideration the payment profiles of trade receivables over a period of up to two years in preceding financial years, the Group's historical credit loss experience, adjusted for factors that are specific to the receivables including insurance held and other securities in place, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

31. Financial instruments (continued)

31.4 Credit risk management (continued)

The Group considers forward looking information such as known changes in the macroeconomic environment of customers located in a certain geography, the deterioration in the Group's relationship or discussions with a particular customer. Consideration of these factors enables an estimation of future expected credit losses to be made. Accordingly, the credit risk profile of these assets is presented based on their past due status in terms of the provision matrix. Particular focus is placed on higher-value and aged trade receivables where there are other more specific risk factors. The concentration of credit risk in each of the Group's geographic segments is limited due to the customer base being large and geographically diverse. Accordingly, the directors believe that no further credit loss allowance is required.

Management has concluded that the likelihood of material expected credit losses is low.

Expected credit losses for finance lease receivables and contract assets are negligible. Note 16 includes further details on the loss allowance for trade receivables. There has been no change in the estimation techniques or significant assumptions made during the year in assessing the credit losses for these financial assets.

US$21.1 million of trade receivables are pledged as collateral against long-term interest-bearing liabilities and US$683.5 million of trade receivables have been assigned against short-term interest-bearing liabilities (FY24: US$22.4 million collateral against long-term interest-bearing liabilities and US$842.6 million of trade receivables assigned against short-term interest-bearing liabilities). Refer to Note 21.1 and Note 24.

There has not been any deterioration or changes in the collateral policies during the year, nor are there any financial instruments for which a loss allowance has not been recognised because of the collateral. The Group does not hold any collateral over its trade receivables balances.

Before accepting any new customer, use is made of local external credit agencies where necessary, to assess the potential customer's credit quality and to define credit limits by customer. All significant customers are vetted by an external credit agency where possible. Limits attributed to customers are reviewed regularly. In certain instances, customers with low credit ratings are investigated further and requests for collateral are made. Credit guarantees are sought for receivables over a certain credit limit. The Group makes use of credit insurance in many of its geographies.

US$609.4 million of credit insurance is held over trade receivables (FY24: US$550.7 million). No material expected credit losses have been recognised for any financial assets, other than trade receivables. The Group does not consider there to be any significant credit risk, which has not been adequately provided for at the reporting date.

Furthermore, there has been no material change to the Group's exposure to credit risks or the manner in which it manages and measures the risk.

31.5 Liquidity risk management

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Ultimate responsibility for liquidity risk management rests with the Board, which has built an appropriate liquidity risk management framework for the management of the Group's short, medium and long-term funding and liquidity requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and borrowing facilities and by continuously monitoring forecast and actual cash flows.

The Group is dependent on its bank overdrafts and trade finance facilities to operate. These facilities generally consist of either a fixed term or fixed period and may be repayable on demand and are secured against the assets of the company to which the facility is made available. These facilities contain certain covenants including financial covenants such as minimum liquidity, maximum leverage and pre-tax earnings coverage. In certain circumstances, if these covenants are violated and a waiver is not obtained for such violation, this may, among other things, mean that the facility may be repayable on demand. Included in Note 28 is a listing of additional undrawn facilities that the Group has at its disposal to further reduce liquidity risk.

Logicalis International is supported by a corporate facility of US$135.0 million, covering all its operations comprising an acquisition facility and a rolling credit facility to fund working capital requirements. Logicalis Inc., a subsidiary operating in the United States, has a receivables purchase agreement. This agreement qualifies as a transfer of risks and rewards to the buyer and therefore permits the company to derecognise the relating accounts receivable. There is a finance cost to this company which is based on the individual customer's credit score and credit term of the customer invoices selected for sale. There is an agreed list of customers, each with an individual credit limit which, when combined totals US$200 million. As at 28 February 2025, US$Nil million had been utilised.

Logicalis Latin America is supported separately via a number of uncommitted overdraft facilities and short-term lending arrangements and is predominantly sourced via Tier 1 banks in Brazil as it is the largest territory in the region.

31. Financial instruments (continued) 31.5 Liquidity risk management (continued)

Westcon International has an invoice assignment facility of EUR391 million for its European subsidiaries, as well as an extended payables facility of US$138.0 million. Westcon International has a securitisation facility of US$130.0 million for its Asia-Pacific facilities. In addition, Westcon International utilises accounts receivable facilities in the Middle East (US$25.0 million) and Indonesia (US$11.0 million) as well as overdraft facilities in Europe (EUR4.0 million) and Africa (US$1.0 million), and a securitisation facility in South Africa (ZAR300.0 million).

The Group continues to monitor the funding needs of its individual operations and works closely with various financial institutions to ensure adequate liquidity.

All externally imposed covenants have been complied with during the financial year. The Group has performed covenant projections for the next 12 months to confirm that banking covenants are expected to be met.

The following tables detail the Group's remaining contractual maturity for its non-derivative and derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

Corporate governance reports

Financial results

continued

for the year ended 28 February 2025

31. Financial instruments (continued)

31.5 Liquidity risk management (continued)

0 – 1 yearLevel US$'000 US$'000 US$'000 US$'000 US$'000 1 – 2years 2 – 5years After 5years Total
2025
Financial liabilities at amortised cost
Long-term interest-bearing liabilities 15 430 16 425 28 654 189 60 698
Other non-current liabilities — 139 926 97 636 14 416 251 978
Lease liabilities 33 396 23 877 31 035 5 702 94 010
Liabilities under supplier finance arrangements 13 527 2 309 27 15 863
Trade payablesOther payables and other financial liabilities* 1 670 503258 178 —— —— — 1 670 503258 178
Short-term interest-bearing liabilities 294 420 294 420
Bank overdrafts 193 359 193 359
Financial liabilities at fair value through profit orloss
Acquisition-related liabilities 3 143 143
Derivative financial liabilities not designated ashedging instruments 2 12 742 12 742
Derivative financial liabilities at fair value –
designated as cash flow hedges 2 7 035 7 035
2 498 590 182 680 157 352 20 307 2 858 929
Financial guarantees/commitments
2024 Restated^
Financial liabilities at amortised cost
Long-term interest-bearing liabilities 28 786 33 720 5 413 5 67 924
Other non-current liabilities 68 495 33 279 831 102 605
Lease liabilities 26 243 16 962 24 017 4 569 71 791
Trade payablesOther payables and other financial liabilities* 1 509 890257 670 —— —— — 1 509 890257 670
Short-term interest-bearing liabilities 373 470 373 470
Bank overdrafts 178 977 178 977
Financial liabilities at fair value through profit orloss
Acquisition-related liabilities 3 1 081 143 1 224
Derivative financial liabilities not designated ashedging instruments 2 1 971 1 971
Derivative financial liabilities at fair value –
designated as cash flow hedges 2 6 249 6 249
2 384 337 119 320 62 709 5 405 2 571 771
Financial guarantees/commitments

*

Other payables per Note 23 of US$515.5 million (FY24: Restated US$473.1 million) less VAT/sales tax of US$79.7 million (FY24: US$69.6 million), short-term portion of share-based payments of US$1.6 million (FY24 US$2.5 million), sundry accruals and payables which are not financial liabilities of US$156.2 million (FY24: US$135.2 million), and derivative financial liabilities which are disclosed separately of US$19.8 million (FY24: US$8.2 million).

^ Refer to Note 19.3.

31. Financial instruments (continued)

31.5 Liquidity risk management (continued)

The Group continues to actively monitor its exposure to liquidity risks and the manner in which it manages and measures the risk, particularly the inherent counterparty risk which may arise through the Group's dealings with financial institutions.

31.6 Market risk management

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates (see Note 31.7) and interest rates (see Note 31.8). The Group enters into a variety of derivative financial instruments to manage its exposure to foreign currency and interest rate risk, including:

• forward foreign exchange contracts ("FECs") to hedge the exchange rate risk arising on transactions denominated

  • in foreign currency; and
  • interest rate swaps to mitigate the risk of rising interest rates.

There has been no material change to the Group's exposure to market risks or the manner in which it manages and measures the risk.

31.7 Foreign exchange risk management

The Group operates in the global business environment and undertakes many transactions denominated in foreign currencies which exposes it to the risk of fluctuating exchange rates. The day-to-day management of foreign currency exchange risk is performed on a decentralised basis, within approved policy parameters and through the use of derivative instruments. These instruments primarily comprise FECs and zero cost collars. FECs require a future purchase or sale of foreign currency at a specified price. The Group does not trade in FECs for speculative purposes.

Fluctuations in exchange rates also affect the translation of the profits of subsidiaries whose functional currency is not the US Dollar. The most significant other currencies in which the Group trades are the Pound Sterling, the Euro, the Brazilian Real, the Australian Dollar and the South African Rand.

31.7.1 Foreign currency exposure analysis

The Group's operating companies operate in the global business environment and undertake many transactions denominated in foreign currencies. Westcon International is exposed to the risk of fluctuating exchange rates and seeks to actively manage this exposure, within approved policy parameters and through the use of derivative instruments. These instruments primarily comprise forward exchange and option contracts. Forward exchange contracts require a future purchase or sale of foreign currency at a specified price. Option-based contracts offer protection beyond a certain level, or provide exposure beyond a certain level in return for premiums which enhance the level available in the market.

The Group's operating companies have financial assets and liabilities that are denominated in multiple currencies, in many instances currencies other than their functional currencies. Differences arising from the translation of these foreign currency denominated financial assets and liabilities are recognised in the statement of comprehensive income as foreign exchange gains and/or losses.

To determine the exposures and movements referenced below, financial assets and liabilities are split between items denominated in functional currency and items not denominated in functional currency across the different entities and regions across the Group. The net balance of items that are not denominated in functional currency and that are not hedged represents the net foreign exchange exposure in each division. The applicable change that represents management's assessment of the reasonably possible change in foreign exchange rates, is 10%. Foreign exchange rates in the Group vary due to the large number of geographic locations and fluctuate more in certain regions due to economic uncertainty, particularly in emerging markets. Therefore, 10% has been chosen for the sensitivity analyses as it represents a reasonable average year-on-year movement in the exchange rates across the various regions in the Group.

Westcon International

Datatec management has performed a review of foreign currency exposures of the financial assets and liabilities of Westcon International. In addition, the foreign exchange gains and losses in the statement of comprehensive income were reviewed to identify the regions with potential exposures. Where no natural hedges occur, Westcon International is adequately hedged in most regions. The total exposure is US$52.5 million (FY24: US$42.9 million). A 10% movement will result in a US$5.3 million (FY24: US$4.3 million) movement in the statement of comprehensive income. Westcon International's most significant exposures are to the US Dollar, British Pound and Euro.

continued

for the year ended 28 February 2025

31. Financial instruments (continued)

31.7 Foreign exchange risk management (continued)

31.7.1 Foreign currency exposure analysis (continued)

Logicalis International

Datatec management has performed a review of foreign currency exposures of the financial assets and liabilities of Logicalis International. In addition, the foreign exchange gains and losses in the statement of comprehensive income were reviewed to identify the regions with potential exposures. The total exposure is US$22.3 million (FY24: US$34.2 million). A 10% movement will result in a US$2.2 million movement (FY24: US$3.4 million) in the statement of comprehensive income. Logicalis International's largest exposures are to the US Dollar and Euro.

Logicalis Latin America

Datatec management has performed a review of foreign currency exposures of the financial assets and liabilities of Logicalis Latin America. In addition, the foreign exchange gains and losses in the statement of comprehensive income were reviewed to identify the regions with potential exposures. The total exposure is US$34.5 million (FY24: US$17.9 million). A 10% movement will result in a US$3.5 million movement (FY24: US$1.8 million) in the statement of comprehensive income. Logicalis Latin America's largest exposures are to the US Dollar, Argentinian Peso and Brazilian Real.

Corporate

Datatec management has performed a review of foreign currency exposures of the financial assets and liabilities of the Corporate segment. The total exposure, mostly to the British Pound and South African Rand, is US$13.0 million (FY24: US$21.2 million). A 10% movement will result in a US$1.3 million movement (FY24: US$2.1 million) in the statement of comprehensive income.

31.7.2 Forward foreign exchange and option contracts

It is the policy of the Group to enter into FECs and options to cover certain specific foreign currency payments and receipts based on the known exposure generated. The Group also enters into FECs and options to manage the risk associated with anticipated sales and purchase transactions, with FECs ranging up to approximately six months and with cover up to 100% of the anticipated exposure generated. Obligations under open FEC contracts are detailed in Notes 31.4 and 31.5, as derivative financial assets/liabilities at fair value through profit or loss (for derivatives not designated as hedging instruments) or derivative assets/ liabilities at fair value – designated as cash flow hedges.

The effective portion of the gain or loss on those contracts which are designated as cash flow hedges of forecast or firmly committed foreign currency purchases and sales is recognised in Other Comprehensive Income in the cash flow hedge reserve, while any ineffective portion is recognised immediately in the Income Statement. The cash flow hedge reserve is adjusted to the lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item. US$1.8 million (FY24: US$11.9 million) was recycled from the cash flow hedge reserve to profit or loss (net debit to profit or loss) during the current year. Where derivative contracts are used to hedge forecast transactions, the Group designates the change in fair value relating to only the spot component as the hedging instrument. A dynamic risk management approach is applied with designations revised on a monthly basis in order to allow for the management of costs of hedging. The hedged cash flows and hedging derivatives share the same spot risks which have historically dominated the change in value of future foreign currency cash flows, therefore an economic relationship is expected to exist while maintaining a hedge ratio of 1:1 between the items.

A high degree of hedge effectiveness is expected provided counterparty non-performance risks remain low and the amount of the forecasted cash flows remains higher than the designated hedged amount. Hedge effectiveness is assessed using the hypothetical derivative method. The ineffective portion relating to foreign currency derivative contracts is recognised within the operating expenses line item. No hedge ineffectiveness was recognised in the current year.

The fair value of cash flow hedge-designated option contracts is divided into:

  • Intrinsic value which is determined by the difference between the strike price and the current market price of the underlying; and
  • Time value which is the residual value of the option and reflects the volatility of the price of the underlying and the time remaining to maturity.

The Group designates the intrinsic value of eligible foreign currency options for cash flow hedge accounting purposes. The intrinsic value of designated foreign currency options is initially deferred in the cash flow hedge reserve and released to profit or loss at the same time and in the same line item as the hedged cash flow. Changes in the time value of such options are recognised immediately in profit or loss within the operating expenses line item.

31. Financial instruments (continued)

31.7 Foreign exchange risk management (continued)

  • 31.7.2 Forward foreign exchange and option contracts (continued)
    • The effect of cash flow hedge accounting on:
    • the statement of financial position are shown in Note 31.3;
    • of change in equity.

• the statement of comprehensive income and statement of changes in equity are shown in the statement

The Group held the following currency derivative contracts at year-end:

Assets

2025 2024
NotionalvalueUS$'000 CarryingvalueUS$'000 NotionalvalueUS$'000 CarryingvalueUS$'000
1 071 756 15 936 1 201 114 382
1 044 236 27 184 2 350 893 6 913
2 115 992 43 120 3 552 007 7 295
469 818 (7 035) 670 493 (6 249)
497 233 (12 742) 391 530 (1 971)
967 051 (19 777) 1 062 023 (8 220)

Liabilities

31.8 Interest rate risk management

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The risk is managed by the Group maintaining an appropriate mix between fixed and floating rate borrowings. The interest rate characteristics of new borrowings and the refinancing of existing borrowings are positioned according to expected movements in interest rates and defined risk appetite (see Note 31.5). The Group also enters into interest rate derivative instruments (swaps) from time to time to navigate exposure to variable interest rates. These interest rate derivatives are disclosed as part of "derivatives financial assets and liabilities not designated as hedging instruments" at the end of the financial year. FY25 financial asset of US$ 2.0 million (FY24: 1.2 million asset).

The analyses below set out the sensitivity of the Group's variable rate financial assets and liabilities to movements in the applicable interest rates based on an average outstanding asset or liability exposed to variable interest rates calculated for the year across the various entities and regions across the Group. The applicable increase or decrease that represents management's assessment of the reasonably possible change in interest rates, is a 10% increase in the applicable variable interest rates. Interest rates in the Group vary due to the large number of geographic locations.

Interest rates fluctuate more in certain regions due to economic uncertainty, particularly in emerging markets. Therefore, 10% has therefore been chosen for the sensitivity analyses as it represents a reasonable average expected change in interest rates across the various regions in the Group.

Interest rate sensitivity analyses Datatec Group

• profit for the year ended 28 February 2025 would decrease by a net amount of US$4.91 million (FY24: US4.89 million

decrease).

Westcon International

• profit for the year ended 28 February 2025 would decrease by a net amount of US$4.03 million (FY24: US$3.76 million

decrease).

Logicalis International

• profit for the year ended 28 February 2025 would decrease by a net amount of US$0.90 million (FY24: US$0.90 million

decrease).

Logicalis Latin America

• profit for the year ended 28 February 2025 would increase by a net amount of US$0.03 million (FY24: US$0.23 million

decrease).

Corporate

• profit for the year ended 28 February 2025 would increase by a net amount of US$0.00 million (FY24: US$0.04 million

decrease).

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

2025 2024
Note US$'000 US$'000
32. Cash generated from operations
Profit before taxation 104 002 76 465
Adjustment for:
Unrealised foreign exchange (gains)/losses (26 744) 15 928
Share-based payments 2 15 765 8 277
Share of equity-accounted investment earnings 12.1 (251)
Depreciation and amortisation 3 61 419 61 229
Loss on disposal of property, plant and equipment and software 215 440
Loss on disposal of right-of-use asset 357 1 037
Net movement in provisions 26 14 257 12 674
Net movements on expected credit loss allowances 4 921 3 130
Acquisition-related fair value adjustments 38.2 143
Movement in inventory provision (1 514) 4 877
Cash payments to settle share-based payment obligations (5 008) (59 344)
Non-cash movement on multi-year contracts 8 697 4 273
Restructuring costs 9 951 2 950
Profit on disposal of investment 38.3 (616)
Net gain on derecognition of right-of-use assets and lease liabilities (128)
Impairment of right-of-use assets 9 661
Fair value gain on equity-accounted investment 38.1 (726) (14 901)
Interest income 4 (17 608) (13 749)
Finance costs* 4 74 540 68 715
Non-cash movement on unrealised foreign exchange hedge (10 810) 7 401
Other non-cash items (10 300) (11 515)
Operating profit before working capital changes 221 331 167 779
Working capital changes: 81 612 29 583
Decrease in inventories 51 512 41 419
(Increase)/decrease in receivables (131 162) 35 089
Increase/(decrease) in payables 211 570 (45 057)
Increase in contract assets (64 131) (11 425)
Increase in deferred revenue 13 823 9 557
Decrease/(increase) in finance lease receivables 4 523 (19 195)
Increase in other non-current assets (20 653) (2 597)
286 813 175 570
2025US$'000 2024US$'000
(40 338) (27 108)
(3 094) (5 892)

33. Taxation paid Net taxation (liability)/asset at the beginning of the year (5 892) 2 466 Subsidiaries acquired (12) 7 Subsidiaries disposed 27 — Charge to profit and loss from continued operations (excluding deferred tax) (37 325) (36 340) Other movements and translation differences (230) 867 Net taxation liability at the end of the year 3 094 5 892 Net taxation Current tax assets 32 909 25 981 Current tax liability (36 003) (31 873) 34. Additions to property, plant and equipment Maintenance of operations: Office furniture, equipment and motor vehicles 1 322 1 522 Computer equipment 5 197 10 304 Leasehold improvements 2 524 2 182 Land and buildings 107 155 Expansion of operations: Office furniture, equipment and motor vehicles 189 896 Computer equipment 2 034 5 690 Leasehold improvements 714 23 35. Cash flow additional notes 35.1 Translation difference on cash and cash equivalents Translation differences on cash and cash equivalents are calculated on the combined cash resources and bank overdrafts that are unconditionally repayable on demand of

2025US$'000 2024US$'000
12 087 20 772
2025US$'000 2024US$'000
35.1 Translation difference on cash and cash equivalents
Translation differences on cash and cash equivalents are calculated on the combinedcash resources and bank overdrafts that are unconditionally repayable on demand ofcompanies that hold cash in currencies other than the US Dollar. 1 063 (5 241)

Corporate governance reports

Responsible Business reports

Financial

results

continued

for the year ended 28 February 2025

35. Cash flow additional notes (continued)

35.2 Reconciliation of liabilities arising from financing activities

Non-cash changes
Note Openingbalanceas at 1March2024US$'000 Financingcashinflows*US$'000 Financingcashoutflows*US$'000 OperatingcashoutflowsUS$'000 AcquisitionofsubsidiaryUS$'000 NewleasesUS$'000 Foreigncurrencyand otherchangesUS$'000 Closingbalanceas at 28February2025US$'000
2025
Acquisition-relatedliabilities 38.2 (1 224) 1 085 (4) (143)
Long-term interestbearing liabilities** 21 (67 924) (39 089) 52 477 4 927 (362) (49 971)
Unsecured loans (37 149) (11 121) 38 248 1 049 2 189 (6 784)
Secured loans (30 775) (27 968) 14 229 3 878 (2 551) (43 187)
Leaseliabilities***/**** 22 (71 791) 28 150 5 303 (148) (41 135) (2 996) (82 617)
Bank overdraftsrepayable ondemand undercertain conditions~ 28 (125 481) 17 807 15 797 (14 137) (106 014)
Supplier financearrangements^ 25 18 284 1 356 (35 503) (15 863)
Short-term interestbearing liabilities 24 (373 470) (26 439) 102 738 39 545 (36 795) (294 421)

* The cash flows from bank loans and other borrowings make up the net amount of proceeds and repayments in terms of short-term and long-term liabilities in the Group statement of cash flows under financing liabilities.

** Includes current portion (US$13.6 million – refer to Note 21).

*** The non-cash movement in leases include finance cost related to finance leases of US$5.3 million (refer to Note 4), foreign currency and other movements.

**** Includes current portion (US$29.3 million – refer to Note 22).

^ The non-cash movement in supplier finance arrangements includes finance cost of US$1.4 million, foreign currency and other movements. This includes a current portion of US$13.5 million – refer to Note 25. ~ Cash flows include US$5.3 million interest related to lease liabilities and US$15.8 million interest on bank overdrafts repayable on demand under certain

conditions these are included in cash flows from operating activities.

Non-cash changes
Openingbalance asat 1 March2023 Financingcashinflows* Financingcashoutflows* Operatingcashoutflows Acquisitionof subsidiary New leases Foreigncurrencyand otherchanges Closingbalance as at29 February2024
Note US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
2024
Acquisition-relatedliabilities 38.2 (3 864) 2 852 (212) (1 224)
Long-term interestbearing liabilities** 21 (62 774) (77 672) 71 164 1 450 (92) (67 924)
Unsecured loans (37 340) (50 306) 50 582 203 (288) (37 149)
Secured loans (25 434) (27 366) 20 582 1 247 196 (30 775)
Leaseliabilities***/**** 22 (72 417) 30 714 6 937 (27) (32 263) (4 735) (71 791)
Bank overdraftsrepayable ondemand under
certain conditions~ 28 (124 465) (1 195) 17 406 (17 227) (125 481)
Short-term interestbearing liabilities 24 (359 712) (31 878) 15 409 37 069 (34 358) (373 470)

* The cash flows from bank loans and other borrowings make up the net amount of proceeds and repayments in terms of short-term and long-term liabilities in the Group statement of cash flows under financing liabilities.

** Includes current portion (US$28.8 million – refer to Note 21).

*** The non-cash movement in leases include finance cost related to finance leases of US$6.9 million (refer to Note 4),new leases of US$32.3 million, foreign currency and other movements.

**** Includes current portion (US$26.2 million – refer to Note 22).

~ Cash flows include US$6.9 million interest related to lease liabilities and US$17.4 million interest on bank overdrafts repayable on demand under certain conditions these are included in cash flows from operating activities.

2025 2024
Note US$'000 US$'000
36. Cash and cash equivalents at the end of the year
Cash resources 584 113 569 035
Bank overdrafts unconditionally repayable on demand 28 (87 345) (53 496)
Cash and cash equivalents (per the statement of cash flows) 496 768 515 539
Bank overdrafts repayable on demand under certain conditions 28 (106 014) (125 481)
Net cash resources 390 754 390 058
Bank overdrafts unconditionally repayable on demand (87 345) (53 496)
Bank overdrafts repayable on demand under certain conditions (106 014) (125 481)
Total bank overdrafts 28 (193 359) (178 977)

37. Segmental report

For management's internal purposes, the Group is currently organised into four operating divisions which are the basis on which the Group reports its primary segmental information.

Principal activities are as follows:

• Westcon International: Value-added technology distributor of industry-leading solutions. Provides class-leading cyber security, network infrastructure, unified collaboration products, data centre solutions, channel support services and financing/leasing

  • solutions for ICT customers;
  • Logicalis International and Logicalis Latin America: International solutions providers of digital services; and
  • Corporate and Management Consulting: Corporate includes Group head office companies, including the ultimate Logicalis holding company, Logicalis Group Limited and its associated costs, the consolidated results of Kumulus, and Group based on control as defined in terms of IFRS 10 Consolidated Financial Statements ("IFRS 10"). Management Consulting comprises Mason Advisory Limited (which was equity-accounted until December 2024).

consolidation adjustments. The Group has consolidated the results of Kumulus from the acquisition date in the current period

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive directors that make strategic decisions.

During the current and prior year, there were no customers that individually accounted for over 10% of the Group's revenue.

Corporate governance reports

continued

for the year ended 28 February 2025

37. Segmental report (continued)

^ Refer to Note 1.

Corporate and Management

Westcon International Logicalis International Logicalis Latin America Consulting Datatec Group Total
2024 2024 2024
2025 Restated^ 2025 2024 2025 2024 2025 Restated^ 2025 Restated^
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.1 Condensed statement of comprehensive income
Revenue 1 969 179 2 219 654 1 176 079 1 250 203 455 111 512 920 39 304 9 636 3 639 673 3 992 413
Total revenue 1 992 377 2 255 463 1 177 330 1 251 216 455 114 513 743 14 852 (28 009) 3 639 673 3 992 413
Inter-segmental (23 198) (35 809) (1 251) (1 013) (3) (823) 24 452 37 645
Gross profit 441 178 403 430 357 206 338 560 103 654 117 877 8 281 2 369 910 319 862 236
North America (22) 10 124 888 117 338 124 866 117 348
Latin America 103 654 117 877 1 406 105 060 117 877
Europe 252 463 234 472 140 348 134 535 6 875 2 369 399 686 371 376
Asia-Pacific 135 736 118 693 89 876 85 804 225 612 204 497
MEA 53 001 50 255 2 094 883 55 095 51 138
Significant expenses included in EBITDA:
Staff costs (226 513) (212 431) (207 302) (210 194) (59 652) (66 402) (8 137) (4 622) (501 604) (493 649)
Share-based payments (7 243) 794 (2 402) (2 390) (500) (338) (5 620) (6 343) (15 765) (8 277)
Restructuring costs (6 308) (3 530) (2 950) (999) (10 837) (2 950)
EBITDA 136 334 120 955 89 999 66 523 19 378 11 528 (24 402) (21 417) 221 309 177 589
Depreciation and amortisation (26 038) (24 711) (23 421) (27 400) (8 548) (8 825) (3 412) (293) (61 419) (61 229)
Impairment of property, plant and equipment, right-of-use assets and capitaliseddevelopment expenditure (660) (660)
Operating profit/(loss) 110 296 96 244 65 918 39 123 10 830 2 703 (27 814) (21 710) 159 230 116 360
Interest income 5 044 3 647 6 474 2 879 4 199 5 381 1 891 1 842 17 608 13 749
Finance costs (42 316) (40 890) (19 280) (16 325) (12 452) (11 359) (492) (141) (74 540) (68 715)
Share of equity-accounted investment earnings/(losses) (206) 457 251
Acquisition-related fair value adjustments (143) (143)
Other income 2 2 360 60 362 62
Profit/(loss) on disposal of investment 616 726 14 901 1 342 14 901
Profit/(loss) before taxation 73 026 59 003 53 728 25 534 2 577 (3 481) (25 329) (4 591) 104 002 76 465
Taxation (15 455) (11 642) (17 138) (12 800) (930) (142) (1 197) (943) (34 720) (25 527)
Profit/(loss) for the year 57 571 47 361 36 590 12 734 1 647 (3 623) (26 526) (5 534) 69 282 50 938

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

37. Segmental report (continued)

Westcon International
2025
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.2 Revenue 2 087 — 1 151 046 529 273 286 773 1 969 179
Revenue from product sales 2 075 — 1 073 320 494 536 278 603 1 848 534
Revenue from sales of hardware 1 991 945 577 469 844 256 901 1 674 313
Revenue from sales of software* 69 75 076 27 109 13 775 116 029
Revenue from vendor resold servicesand product maintenance sales 15 55 407 17 232 7 945 80 599
Inter-segmental revenue (2 740) (19 649) (18) (22 407)
Nature of revenue from product
sales 2 075 — 1 073 320 494 536 278 603 1 848 534
Principal 1 991 945 577 469 844 256 901 1 674 313
Agent 84 130 483 44 341 21 720 196 628
Inter-segmental (2 740) (19 649) (18) (22 407)
Timing of revenue from productsales 2 075 — 1 073 320 494 536 278 603 1 848 534
At a point in time 2 075 — 1 076 060 514 185 278 621 1 870 941
Over time
Inter-segmental (2 740) (19 649) (18) (22 407)
Revenue from services 2 64 795 19 815 5 793 90 405
Revenue from professional and otherservices 2 65 017 20 179 5 793 90 991
Inter-segmental revenue (222) (364) (586)
Nature of revenue from services 2 64 795 19 815 5 793 90 405
Principal 2 65 017 20 179 5 793 90 991
Agent
Inter-segmental (222) (364) (586)
Timing of revenue from services 2 64 795 19 815 5 793 90 405
At a point in time
Over time 2 65 017 20 179 5 793 90 991
Inter-segmental (222) (364) (586)
Revenue from annuity services 10 12 931 14 922 2 377 30 240
Revenue from cloud services
Revenue from software services* 10 12 966 15 061 2 408 30 445
Revenue from other services
Inter-segmental revenue (35) (139) (31) (205)
Nature of revenue from annuity
services 10 12 931 14 922 2 377 30 240
Principal
Agent 10 12 966 15 061 2 408 30 445
Inter-segmental (35) (139) (31) (205)
Timing of revenue from annuity
services 10 12 931 14 922 2 377 30 240
At a point in time 10 12 966 15 061 2 408 30 445
Over time
Inter-segmental (35) (139) (31) (205)

* Includes software as a service revenues.

^ Refer to Note 1.

Vendor resold services in Westcon International is included in revenue from product sales as the revenue stream is directly related to the sales of product.

Total
US$'000
2 219 6542 102 086
1 940 329
105 331
91 481
(3505)
2102086
1 940 329
196 812
(3505)
$\overline{c}$ 102 086
$\overline{2}$ $\frac{120}{137}$
(3505)
$\frac{62}{84}$ 779
85 525
$\frac{(746)}{84\ 779}$
85 525
$\frac{(746)}{84\ 779}$
85 525
$\frac{(746)}{789}$
32797
(8)
32 789
32 797
(8)
32 789
32797
(8)
Westcon International2024 Restated^
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
7 — 1 341 716 544 112 333 819 2 219 654
7 — 1 261 062 515 070 325 947 2 102 086
2 — 1 147 259 486 687 306 381 1 940 329
53 708 39 914 11 709 105 331
5 67 869 15 675 7 932 91 481
(7 774) (27 206) (75) (35 055)
7 — 1 261 062 515 070 325 947 2 102 086
2 — 1 147 259 486 687 306 381 1 940 329
5 121 577 55 589 19 641 196 812
(7 774) (27 206) (75) (35 055)
7 — 1 261 062 515 070 325 947 2 102 086
7 — 1 268 836 542 276 326 022 2 137 141
—— —— —(7 774) —(27 206) —(75) —(35 055)
58 876 20 282 5 621 84 779
59 171 20 728 5 626 85 525
(295) (446) (5) (746)
58 876 20 282 5 621 84 779
59 171 20 728 5 626 85 525
(295) (446) (5) (746)
58 876 20 282 5 621 84 779
59 171 20 728 5 626 85 525
(295) (446) (5) (746)
—— —— 21 778— 8 760— 2 251— 32 789—
21 786 8 744 2 267 32 797
(8) 16 (16) (8)
21 778 8 760 2 251 32 789
21 786 8 744 2 267 32 797
(8) 16 (16) (8)
21 778 8 760 2 251 32 789
21 786 8 744 2 267 32 797
(8) 16 (16) (8)

continued

for the year ended 28 February 2025

37. Segmental report (continued)

Logicalis International
2025
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.2 Revenue (continued) 366 968 441 616 354 332 13 163 1 176 079
Revenue from product sales 255 968 193 393 201 392 3 893 654 646
Revenue from sales of hardware 213 926 127 697 146 590 3 803 492 016
Revenue from sales of software* 42 383 66 486 54 802 210 163 881
Revenue from vendor resold servicesand product maintenance sales
Inter-segmental revenue (341) (790) (120) (1 251)
Nature of revenue from product
sales 255 968 193 393 201 392 3 893 654 646
Principal 231 327 155 802 198 605 3 930 589 664
Agent 24 982 38 381 2 787 83 66 233
Inter-segmental (341) (790) (120) (1 251)
Timing of revenue from productsales 255 968 193 393 201 392 3 893 654 646
At a point in time 256 309 194 183 201 392 4 013 655 897
Over time
Inter-segmental (341) (790) (120) (1 251)
Revenue from services 46 226 97 825 54 451 1 127 199 629
Revenue from professional and otherservices 46 226 97 825 54 451 1 127 199 629
Inter-segmental revenue
Nature of revenue from services 46 226 97 825 54 451 1 127 199 629
Principal 45 232 97 314 54 401 1 127 198 074
Agent 994 511 50 1 555
Inter-segmental
Timing of revenue from services 46 226 97 825 54 451 1 127 199 629
At a point in time 994 511 50 1 555
Over time 45 232 97 314 54 401 1 127 198 074
Inter-segmental
Revenue from annuity services 64 774 150 398 98 489 8 143 321 804
Revenue from cloud services 33 631 12 855 53 830 1 802 102 118
Revenue from software services*
Revenue from other services 31 143 137 543 44 659 6 341 219 686
Inter-segmental revenue
Nature of revenue from annuity
services 64 774 150 398 98 489 8 143 321 804
Principal 43 064 137 706 82 833 7 742 271 345
Agent 21 710 12 692 15 656 401 50 459
Inter-segmental
Timing of revenue from annuity
services 64 774 150 398 98 489 8 143 321 804
At a point in time 21 710 12 692 15 656 401 50 459
Over time 43 064 137 706 82 833 7 742 271 345
Inter-segmental

* Includes software as a service revenues.

Vendor resold services in Logicalis International is included in revenue from annuity services as the revenue stream is directly related to the generation of recurring revenue.

Total
US$'000
250 2031
734 941
569 948
166 006
(1013)
734 941
695 922
40 032
(1013)
734 941
735 954
$\frac{1}{202}$ 101 (1013)
202 101
202101
200 695 1 406
202 101
1 406
200 695
313 161
64 933
248 228
313 161
270 452
42 709
313 161
42709
270 452
Logicalis International
2024
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
386 543 491 531 354 518 17 611 1 250 203
280 599 245 850 202 489 6 003 734 941
242 727 169 935 151 570 5 716 569 948
38 022 76 687 50 934 363 166 006
(150) (772) (15) (76) (1 013)
280 599 245 850 202 489 6 003 734 941
262 365 227 391 200 389 5 777 695 922
18 384 19 231 2 115 302 40 032
(150) (772) (15) (76) (1 013)
280 599 245 850 202 489 6 003 734 941
280 749 246 622 202 504 6 079 735 954
(150) (772) (15) (76) (1 013)
42 466 103 608 54 325 1 702 202 101
42 466 103 608 54 325 1 702 202 101
42 466 103 608 54 325 1 702 202 101
41 819 102 862 54 312 1 702 200 695
647 746 13 1 406
42 466 103 608 54 325 1 702 202 101
647 746 13 1 406
41 819 102 862 54 312 1 702 200 695
63 478 142 073 97 704 9 906 313 161
33 893 11 442 18 147 1 451 64 933
—29 585 —— —130 631 —79 557 —8 455 —248 228
63 478 142 073 97 704 9 906 313 161
46 198 129 173 85 175 9 906 270 452
17 280— —— 12 900— 12 529— —— 42 709—
63 478 142 073 97 704 9 906 313 161
17 280 12 900 12 529 42 709
46 198— —— 129 173— 85 175— 9 906— 270 452—

DATATEC 2025 Annual report 149

continued

for the year ended 28 February 2025

37. Segmental report (continued)

Logicalis Latin America
2025
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.2 Revenue (continued) 455 111 455 111
Revenue from product sales 249 254 249 254
Revenue from sales of hardware 173 550 173 550
Revenue from sales of software* 75 707 75 707
Revenue from vendor resold servicesand product maintenance sales
Inter-segmental revenue (3) (3)
Nature of revenue from product
sales 249 254 249 254
Principal 247 724 247 724
Agent 1 533 1 533
Inter-segmental (3) (3)
Timing of revenue from productsales 249 254 249 254
At a point in time 249 257 249 257
Over time
Inter-segmental (3) (3)
Revenue from services 68 090 68 090
Revenue from professional and otherservices 68 090 68 090
Inter-segmental revenue
Nature of revenue from services 68 090 68 090
Principal 68 090 68 090
Agent
Inter-segmental
Timing of revenue from services 68 090 68 090
At a point in time
Over time 68 090 68 090
Inter-segmental
Revenue from annuity services 137 767 137 767
Revenue from cloud services 7 868 7 868
Revenue from software services*
Revenue from other services 129 899 129 899
Inter-segmental revenue
Nature of revenue from annuity
services 137 767 137 767
Principal 134 381 134 381
Agent 3 386 3 386
Inter-segmental
Timing of revenue from annuity
services 137 767 137 767
At a point in time 3 386 3 386
Over time 134 381 134 381
Inter-segmental

* Includes software as a service revenues.

Vendor resold services in Logicalis Latin America is included in revenue from annuity services as the revenue stream is directly related to the generation of recurring revenue.

Total
US$'000
512 920292 461215 34377 941
(823)
292 461287 4615 823(823)
292 461293 284(823)
72 657
72 657
72 65772 657
72 657
72 657
147 8024742
143 060
147 802191147611
147802611
191147

Logicalis Latin America

2024
Asia Latin North
Total MEA Pacific Europe America America
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
512 920 512 920
292 461 292 461
215 343 215 343
77 941 77 941
—(823) —— —— —— —(823) ——
292 461 292 461
287 461 287 461
5 823 5 823
(823) (823)
292 461 292 461
293 284 293 284
(823) (823)
72 657 72 657
72 657 72 657
72 657 72 657
72 657 72 657
72 657 72 657
72 657 72 657
147 802 147 802
4 742 4 742
143 060 143 060
147 802 147 802
147 191 147 191
611 611
147 802 147 802
611 611
147 191 147 191

continued

for the year ended 28 February 2025

37. Segmental report (continued)

Corporate and Management Consulting
2025
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.2 Revenue (continued) 2 251 37 053 39 304
Revenue from product sales
Revenue from sales of hardware (341) (3) (2 994) (18 722) (124) (22 184)
Revenue from sales of software* (386) (1 241) (14) (1 641)
Revenue from vendor resold servicesand product maintenance sales (150) 314 164
Inter-segmental revenue 341 3 3 530 19 649 138 23 661
Nature of revenue from product
sales
Principal (341) (3) (2 994) (18 722) (124) (22 184)
Agent (536) (927) (14) (1 477)
Inter-segmental 341 3 3 530 19 649 138 23 661
Timing of revenue from productsales
At a point in time (341) (3) (3 530) (19 649) (138) (23 661)
Over time
Inter-segmental 341 3 3 530 19 649 138 23 661
Revenue from services 3 687 37 053 40 740
Revenue from professional and otherservices 3 687 36 831 (364) 40 154
Inter-segmental revenue 222 364 586
Nature of revenue from services 3 687 37 053 40 740
Principal 3 687 36 831 (364) 40 154
Agent
Inter-segmental 222 364 586
Timing of revenue from services 3 687 37 053 40 740
At a point in time 37 053 37 053
Over time 3 687 (222) (364) 3 101
Inter-segmental 222 364 586
Revenue from annuity services (1 436) (1 436)
Revenue from cloud services
Revenue from software services* (35) (139) (31) (205)
Revenue from other services (1 436) (1 436)
Inter-segmental revenue 35 139 31 205
Nature of revenue from annuity
services (1 436) (1 436)
Principal (1 436) (1 436)
Agent (35) (139) (31) (205)
Inter-segmental 35 139 31 205
Timing of revenue from annuity
services (1 436) (1 436)
At a point in time (35) (139) (31) (205)
Over time (1 436) (1 436)
Inter-segmental 35 139 31 205

^ Refer to Note 1.

* Includes software as a service revenues.

US$'000 Total
9636
(34675)
(1157)
(1059)
36 891
(34676)
(2 215)
36 891
(36891)
36 8919636
8890
746
96368890
746
9636
9636
(746)
746
(8)
8
(8)
8
(8)
8
Corporate and Management Consulting2024 Restated^
North Latin Asia
America America Europe Pacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
9 636 9 636
(150) (823) (7 946) (25 638) (118) (34 675)
(333) (797) (27) (1 157)
(267) (786) (6) (1 059)
150 823 8 546 27 221 151 36 891
(150) (823) (7 946) (25 638) (119) (34 676)
(600) (1 583) (32) (2 215)
150 823 8 546 27 221 151 36 891
(150) (823) (8 546) (27 221) (151) (36 891)
150 823 8 546 27 221 151 36 891
9 636 9 636
9 341 (446) (5) 8 890
295 446 5 746
9 636 9 636
—— —— 9 341— (446)— (5)— 8 890—
295 446 5 746
9 636 9 636
9 636 9 636
(295) (446) (5) (746)
295 446 5 746
—— —— —(8) —16 —(16) —(8)
8 (16) 16 8
(8) 16 (16) (8)
8 (16) 16 8
(8) 16 (16) (8)
8 (16) 16 8

continued

for the year ended 28 February 2025

37. Segmental report (continued)

Datatec Group Total
2025
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.2 Revenue (continued) 369 055 457 362 1 629 715 883 605 299 936 3 639 673
Revenue from product sales 258 043 249 254 1 266 713 695 928 282 496 2 752 434
Revenue from sales of hardware 215 576 173 547 1 070 280 597 712 260 580 2 317 695
Revenue from sales of software* 42 452 75 707 141 176 80 670 13 971 353 976
Revenue from vendor resold servicesand product maintenance sales 15 55 257 17 546 7 945 80 763
Inter-segmental revenueNature of revenue from product
sales 258 043 249 254 1 266 713 695 928 282 496 2 752 434
Principal 232 977 247 721 1 098 385 649 727 260 707 2 489 517
Agent 25 066 1 533 168 328 46 201 21 789 262 917
Inter-segmental
Timing of revenue from productsales 258 043 249 254 1 266 713 695 928 282 496 2 752 434
At a point in time 258 043 249 254 1 266 713 695 928 282 496 2 752 434
Over time
Inter-segmental
Revenue from services 46 228 71 777 199 673 74 266 6 920 398 864
Revenue from professional and otherservices 46 228 71 777 199 673 74 266 6 920 398 864
Inter-segmental revenue
Nature of revenue from services 46 228 71 777 199 673 74 266 6 920 398 864
Principal 45 234 71 777 199 162 74 216 6 920 397 309
Agent 994 511 50 1 555
Inter-segmental
Timing of revenue from services 46 228 71 777 199 673 74 266 6 920 398 864
At a point in time 994 37 564 50 38 608
Over time 45 234 71 777 162 109 74 216 6 920 360 256
Inter-segmental
Revenue from annuity services 64 784 136 331 163 329 113 411 10 520 488 375
Revenue from cloud services 33 631 7 868 12 855 53 830 1 802 109 986
Revenue from software services* 10 12 931 14 922 2 377 30 240
Revenue from other services 31 143 128 463 137 543 44 659 6 341 348 149
Inter-segmental revenueNature of revenue from annuity
services 64 784 136 331 163 329 113 411 10 520 488 375
Principal 43 064 132 945 137 706 82 833 7 742 404 290
Agent 21 720 3 386 25 623 30 578 2 778 84 085
Inter-segmental
Timing of revenue from annuity
services 64 784 136 331 163 329 113 411 10 520 488 375
At a point in time 21 720 3 386 25 623 30 578 2 778 84 085
Over time 43 064 132 945 137 706 82 833 7 742 404 290
Inter-segmental

^ Refer to Note 1.

* Includes software as a service revenues.

Total
US$'000
3 992 413
3 129 488ξ
$\overline{2}$ 690 945
348 121
90 422
3 129 488
2889036
240 452
3 129 488
3 129 488
369 173
369 173
369 173
367 767
1 406
369 173
11 042
358 131
493 752
69 675
32789
391 288
493 752
417 643
76 109
493 752
76 109
417 643
Datatec Group Total2024 Restated^
NorthAmerica LatinAmerica Europe AsiaPacific MEA Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
386 550 512 920 1 842 883 898 630 351 430 3 992 413
280 606 292 461 1 506 912 717 559 331 950 3 129 488
242 579 214 520 1 309 248 612 619 311 979 2 690 945
38 022 77 941 130 062 90 051 12 045 348 121
5 67 602 14 889 7 926 90 422
280 606 292 461 1 506 912 717 559 331 950 3 129 488
262 217 286 638 1 366 704 661 438 312 039 2 889 036
18 389 5 823 140 208 56 121 19 911 240 452
280 606 292 461 1 506 912 717 559 331 950 3 129 488
280 606 292 461 1 506 912 717 559 331 950 3 129 488
—42 466 —72 657 —172 120 —74 607 —7 323 —369 173
42 466 72 657 172 120 74 607 7 323 369 173
42 466 72 657 172 120 74 607 7 323 369 173
41 819 72 657 171 374 74 594 7 323 367 767
647 746 13 1 406
42 466 72 657 172 120 74 607 7 323 369 173
647 10 382 13 11 042
41 819 72 657 161 738 74 594 7 323 358 131
63 478 147 802 163 851 106 464 12 157 493 752
33 893 4 742 11 442 18 147 1 451 69 675
21 778 8 760 2 251 32 789
29 585— 143 060— 130 631— 79 557— 8 455— 391 288—
63 478 147 802 163 851 106 464 12 157 493 752
46 198 147 191 129 173 85 175 9 906 417 643
17 280— 611— 34 678— 21 289— 2 251— 76 109—
63 478 147 802 163 851 106 464 12 157 493 752
17 280 611 34 678 21 289 2 251 76 109
46 198 147 191 129 173 85 175 9 906 417 643

DATATEC 2025 Annual report 155

continued

for the year ended 28 February 2025

37. Segmental report (continued)

  • Includes both permanent employees and contractors.

* Refer to Note 19.3.

Corporate and Management

Westcon International Logicalis International Logicalis Latin America Consulting Datatec Group Total
2025 2024 2025 2024Restated* 2025 2024 2025 2024 2025 2024Restated*
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
37.3 Condensed statement of financial position
Total assets 2 278 874 1 974 130 1 153 345 1 095 145 432 860 463 608 108 209 100 453 3 973 288 3 633 336
Non-current assets (Excl. financial instruments and deferred tax assets)* 94 197 71 926 400 925 318 199 66 640 58 496 39 668 36 444 601 430 485 065
North America 79 150 79 976 135 407 137 032 1 1 214 558 217 009
Latin America 66 640 58 496 6 412 73 052 58 496
Europe (2 319) (17 453) 218 830 143 088 32 311 36 039 248 822 161 674
Asia-Pacific 11 883 7 749 45 785 36 902 57 668 44 651
MEA 5 483 1 654 903 1 177 944 404 7 330 3 235
Net cash resources 311 145 319 916 13 067 (17 654) 21 970 45 042 44 572 42 754 390 754 390 058
North America 9 164 8 171 41 638 35 589 50 802 43 760
Latin America 21 970 45 042 (399) 21 571 45 042
Europe 98 307 126 307 (70 606) (80 891) 32 564 24 559 60 265 69 975
Asia-Pacific 168 260 137 601 44 809 30 421 213 069 168 022
MEA 35 414 47 837 (2 774) (2 773) 12 407 18 195 45 047 63 259
Inventories 218 265 264 290 36 071 37 888 15 087 22 393 365 297 269 788 324 868
North America 549 649 1 156 3 251 1 705 3 900
Latin America 15 087 22 393 15 087 22 393
Europe 138 741 134 172 13 501 8 159 365 297 152 607 142 628
Asia-Pacific 53 947 99 903 21 298 25 414 75 245 125 317
MEA 25 028 29 566 116 1 064 25 144 30 630
Trade receivables 1 230 211 1 055 682 273 727 293 808 123 697 133 556 5 338 5 821 1 632 973 1 488 867
North America 817 159 98 396 102 313 99 213 102 472
Latin America 123 697 133 556 239 123 936 133 556
Europe 827 410 716 080 105 748 125 834 5 099 5 821 938 257 847 735
Asia-Pacific 247 780 217 965 65 860 61 884 313 640 279 849
MEA 154 204 121 478 3 723 3 777 157 927 125 255
Total liabilities (2 126 066) (1 848 353) (920 392) (872 545) (303 441) (318 943) (28 782) (24 351) (3 378 681) (3 064 192)
Trade and other payables* (1 519 624) (1 290 681) (472 260) (490 789) (179 321) (188 085) (14 818) (13 481) (2 186 023) (1 983 036)
North America (6 565) (1 300) (178 764) (179 191) (185 329) (180 491)
Latin America (179 321) (188 085) (656) (179 977) (188 085)
Europe (1 004 409) (785 102) (187 459) (206 668) (9 070) (13 478) (1 200 938) (1 005 248)
Asia-Pacific (346 570) (349 005) (102 702) (99 919) (449 272) (448 924)
MEA (162 080) (155 274) (3 335) (5 011) (5 092) (3) (170 507) (160 288)
Short-term interest-bearing liabilities (294 482) (381 214) (12 489) (16 151) (1 051) (4 891) (308 022) (402 256)
North America (2 630) (2 630)
Latin America (1 051) (4 891) (1 051) (4 891)
Europe (213 210) (282 683) (12 180) (11 282) (225 390) (293 965)
Asia-Pacific (81 272) (88 103) (309) (2 239) (81 581) (90 342)
MEA (10 428) (10 428)
Number of employees at the end of the year+ 3 738 3 595 4 304 4 346 2 957 3 208 220 120 11 219 11 269

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

38. Acquisition of subsidiary, acquisition-related liabilities and disposal of subsidiary

38.1 Acquisition of subsidiary

In April 2024, the Group, through its 100%-owned subsidiary Logicalis Group Limited, purchased an additional 7.04% of Cirrus Participações S.A.C. in Brazil ("Kumulus") from the minority shareholders. As the Group owns 68.4% of Promon Logicalis Latin America Limited, this resulted in an effective shareholding in Kumulus of 67.4%. The Group has consolidated the results of Kumulus and its 100%-owned subsidiaries, Saleslogics Serviços em Inteligência de Negócios Empresariais e Informática Limitada and Kumulus Serviços em Cloud Computing e Database Limitada from the acquisition date in the current period based on control as defined in terms of IFRS 10. Kumulus was equity-accounted during FY24. Immediately prior to this acquisition, the Group owned 60.41% of Kumulus. Prior to this acquisition, the Group did not have control over Kumulus and its subsidiary entities under the IFRS 10 model because it did not have the ability to significantly affect the activities of the other entity nor did it have the right to receive variable returns.

The following table sets out the take-on values of assets and liabilities on the date that control was obtained.

2025
Fair value onacquisition
US$'000
Assets acquired 2 031
Non-current assets 452
Current assets 1 579
Liabilities acquired (3 223)
Current liabilities (3 223)
Net liabilities acquired (1 192)
Goodwill 6 334
Acquired intangible asset (Net of tax) 297
Non-controlling interests recognised 388
Fair value of acquisition 5 827
Net overdraft acquired 825
Fair value of previously held interest (5 213)
Net cash outflow for acquisition 1 439

The above acquisition represents the subsidiary acquired during the year.

During September 2024, Logicalis Group Limited provided an amount of US$1.57 million to Kumulus as part of a recapitalisation. The net impact on the Group's effective shareholding amounted to an increase of 4.59% comprising an increase of 12.29% for Logicalis Group Limited and a decrease of 7.70% of the shareholding held by PromonLogicalis Latin America Limited.

In December 2024, Logicalis Group Limited purchased a further 3.11% from the minority shareholders for US$0.30 million. As at 28 February 2025, the Group owns 68.4% of Promon Logicalis Latin America Limited, which resulted in a current effective shareholding in Kumulus of 77.58%.

As a result of the acquisition, goodwill and other intangible assets increased by US$7.4 million and US$0.5 million respectively.

The revenue and EBITDA loss from operations included from this acquisition in FY25 was US$2.3 million and US$0.8 million respectively. Profit after tax included from this acquisitions was US$0.3 million.

The initial amounts of acquisition accounting for the acquisition have been finalised at the date of the finalisation of these consolidated annual financial statements.

38. Acquisition of subsidiary, acquisition-related liabilities and disposal of subsidiary (continued) 38.1 Acquisition of subsidiary (continued)

None of the goodwill raised on the aforementioned acquisitions will be deductible for tax purposes. All trade receivables acquired are measured at amortised cost. The carrying value of trade receivable balances approximates its fair value, therefore no fair value disclosures are provided.

  • All identifiable intangible assets have been recognised and accounted for at fair value.
  • Non-controlling interests in the acquiree are initially measured at the non-controlling shareholders' proportion of the net

identifiable assets acquired and liabilities and contingent liabilities assumed.

38.2 Acquisition-related liabilities

2025US$'000 2024US$'000
Long-term portion 143 143
Short-term portion 1 081
143 1 224

38.3 Disposal of subsidiary

In February 2025, the Group, through its subsidiary Logicalis SA (Pty) Ltd disposed of the remaining 60% investment in Mars Investment Holdings Proprietary Limited, reducing the Datatec Group shareholding from 39.75% to Nil%.

The following table sets out the values of assets and liabilities on the date that control was lost.

Gain on disposal of subsidiary

2025
US$'000
Assets disposed 534
Non-current assets 121
Current assets 413
Liabilities disposed (394)
Current liabilities (394)
Net assets disposed (fair value of disposal) 140
* At the date of disposal, the Group had no goodwill recognised in relation to the disposal group.
2025
US$'000
Gain on disposal of subsidiary
Consideration received 780
Cash and cash equivalents 492
Deferred sales proceeds 288
Net assets disposed of (140)
Cumulative gain reclassified from equity on loss of control of subsidiary (2)
Transaction-related costs incurred on the disposal (22)
Gain on disposal of subsidiary 616
2025
US$'000
Net cash inflow on disposal of subsidiary
Consideration received in cash and cash equivalents 492
Less: Cash and cash equivalent balances disposed of (22)
Plus: Bank overdraft disposed of 1
Net cash inflow on disposal of subsidiary 471

Net cash inflow on disposal of subsidiary

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

39. Non-wholly owned subsidiaries with material non-controlling interests

Ownership rights and votingCountry ofrights held by nonAccumulated non-controllingincorporationcontrolling interestsinterests – Datatec Group
and principalplace ofbusiness 2025% 2024% 2025US$'000 2024US$'000
PT. Packet Systems Indonesia Indonesia 46.5 46.5 14 903 14 015
PromonLogicalis Latin America Limited UK 31.6 31.6 35 716 35 196
Westcon International Limited UK 7.9 7.9 17 220 14 898

Reconciliation of accumulated non-controlling interests – Datatec Group

Openingbalance as at1 March 2024US$'000 (Loss)/profitfor the yearUS$'000 DividendspaidUS$'000 Translationand othermovementsUS$'000 Closingbalance as at28 February2025US$'000
PT. Packet Systems Indonesia 14 015 2 632 (815) (929) 14 903
Logicalis Latin America Holdings Limited 35 196 520 35 716
Westcon International Limited 14 898 4 454 (2 132) 17 220

Summarised information in respect of the above subsidiaries is shown below as at 28 February 2025 and 29 February 2024. This information pertains to the statutory entities listed and not the Group's interest in these entities except where stated. The summarised financial information below represents amounts before inter-group eliminations.

PT. Packet SystemsIndonesia Logicalis Latin AmericaHolding S.A. Westcon InternationalLimited
2025US$'000 2024US$'000 2025US$'000 2024US$'000 2025US$'000 2024US$'000
Non-current assets 6 144 4 676 71 637 65 631 342 848 210 501
Current assets 59 037 58 163 335 979 372 256 1 949 925 1 780 305
Non-current liabilities (4 188) (2 114) (39 931) (52 491) (241 548) (117 084)
Current liabilities (28 911) (30 577) (267 206) (269 884) (1 894 125) (1 738 758)
Equity attributable to equity holders ofthe parent (32 082) (30 148) (101 065) (116 098) (151 058) (128 231)
Non-controlling interests 586 586 (6 042) (6 733)
Revenue^ 89 747 91 299 455 114 513 744 1 987 079 2 267 743
Operating profit before finance costs,depreciation and amortisation("EBITDA")Profit/(loss) for the year 8 1115 694 6 7534 509 19 3781 977 11 528(3 263) 122 69645 878 110 92536 860
Dividends paid to non-controllinginterest 815 941 192 2 132
Net cash inflow/(outflow)Net cash (outflow)/inflow from operatingactivities 1 4593 702 4 2726 375 (23 034)13 993 (37 120)(58 638) (4 539)155 595 (6 435)(23 692)
Net cash inflow/(outflow) from investingactivities (275) (59) (6 525) 10 460 (40 594) 29 429
Net cash inflow/(outflow) from financingactivities (1 968) (2 044) (30 502) 11 058 (119 540) (12 172)

^ Refer to Note 1.

There are no other material non-controlling interests within the Group.

40. Subsequent events

Increased shareholding in subsidiaries

In March 2025, Logicalis Group Limited, purchased an additional 6.3% shareholding in Kumulus from the minority shareholders for an amount of US$0.5 million. As the Group owns 68.4% of PromonLogicalis Latin America Limited, this resulted in a current effective shareholding in Kumulus of 83.9% subsequent to year-end.

Dividend declared

On 26 May 2025, the Board declared a final dividend for FY25 of 200 ZAR cents per share (approximately 11 US cents per share) totalling US$26 million with the customary form of a cash dividend with a scrip distribution alternative.

There were no other material subsequent events.

41. Going concern

The Board has satisfied itself that the Group has adequate resources to continue in operation for the foreseeable future.

The Group's financial statements have accordingly been prepared on a going concern basis.

The Group currently has no need to undertake a capital restructuring and key executive management is in place. The Board is not aware of any material non-compliance with statutory or regulatory requirements and there are no pending legal proceedings other than in the normal course of business or as disclosed in the consolidated annual financial statements.

Solvency

The Board has determined that the Group is solvent with net assets at 28 February 2025 of US$520.9 million (FY24: US$501.2 million) and tangible net assets of US$186.6 million (FY24: US$165.6 million). The Group is expected to remain solvent over the next 12 months.

Liquidity

Westcon International has an invoice assignment facility of EUR391 million for its European subsidiaries, as well as an extended payables facility of US$138.0 million. Westcon International has a securitisation facility of US$130.0 million for its Asia-Pacific facilities. In addition, Westcon International utilises accounts receivable facilities in the Middle East (US$25.0 million) and Indonesia (US$11.0 million) as well as overdraft facilities in Europe (EUR4.0 million) and Africa (US$1.0 million), and a securitisation facility in South Africa (ZAR300.0 million).

Logicalis International is supported by a corporate facility of US$135 million, covering all its operations, comprising a rolling credit facility to fund working capital requirements and an acquisition facility.

Logicalis Latin America is supported separately via a number of uncommitted overdraft facilities and short-term lending arrangements and is predominantly sourced via Tier 1 banks in Brazil as it is the largest territory in the region.

The Group performed covenant projections to confirm that banking covenants are unlikely to be breached for the next 12 months.

The Group ended FY25 with net debt of US$52.1 million compared to FY24 (US$123.1 million) (refer Note 31.2).

Trade receivables are of sound quality and adequate expected credit losses have been recorded.

The Group's forecasts and projections of its current and expected financial performance show that the Group is expected to operate within the levels of its banking facilities for at least 12 months from the authorisation date of these consolidated annual financial statements.

Conclusion

The Group's projections show that the Group has sufficient capital and liquidity to continue to meet its short-term obligations, and as a result, it is appropriate to prepare these annual financial statements on a going concern basis.

continued

for the year ended 28 February 2025

42. Subsidiaries and equity-accounted investments

Datatec Group effectiveholding (% held)
Subsidiaries and equity-accountedinvestments Note Nature ofCountry ofbusinessincorporation As at 28February2025 As at 29February2024
Incorporated in Africa
Datatec Management Services (Pty) Ltd* O South Africa 100.00 100.00
LGLP (Pty) Ltd 5 O South Africa 94.38 100.00
Logicalis SA (Pty) Ltd I South Africa 66.00 66.25
Logicalis Soluções – Prestação de Serviços (SU)Limitada I Angola 94.38 94.74
Mars Investment Holdings (Pty) Ltd 6 I South Africa 39.75
Mars Network and Risk Services (Pty) Ltd 6 I South Africa 39.75
Mars Technologies (Pty) Ltd 6 I South Africa 39.75
Westcon Africa (Kenya) Limited D Kenya 87.50 87.50
Westcon Africa (Mauritius) Limited D Mauritius 87.50 87.50
Westcon Africa (Morocco) SARL D Morocco 87.50 87.50
Westcon Africa (Uganda) Limited* D Uganda 87.50 87.50
Westcon Africa Angola Limited D Angola 87.50 87.50
Westcon Africa Distribution (Nigeria) Limited D Nigeria 87.50 87.50
Westcon Africa Tanzania Limited* D Tanzania 87.50 87.50
Westcon Africa Tunisia Limited 2 D Tunisia 42.87 42.87
Westcon Africa Zambia Limited** D Zambia 65.62
Westcon Egypt LLC D Egypt 87.50 87.50
Westcon Emerging Markets Group (Pty) Ltd 2 D South Africa 78.75 78.75
Westcon Group Egypt LLC D Egypt 87.50 87.50
Westcon Group Shared Services (Pty) Ltd 2 D South Africa 78.75 78.75
Westcon Namibia Distribution (Pty) Ltd 2 D Namibia 47.24 47.24
Westcon Southern Africa Holdings (Pty) Ltd* 2 D South Africa 47.24 47.24
WestconGroup SA (Pty) Ltd 2 D South Africa 38.50 38.50
Incorporated in UK and EuropeAudea Formación S.L. I Spain 81.31 81.62
Audea Seguridad de la Información S.L. I Spain 81.31 81.62
Datatec Financial Services Holdings Limited D United Kingdom 100.00 100.00
Datatec Financial Services Limited D United Kingdom 100.00 100.00
Datatec Group Finance Limited** O United Kingdom 100.00
Datatec PLC O United Kingdom 100.00 100.00
ITUMA GmbH 8 I Germany 48.13 48.32
Kumulus Europe Unipessoal, Lda 11 I Portugal 100.00 100.00
Kumulus International Holdings Limited 11 I United Kingdom 100.00 100.00
Logicalis Channel Islands Limited I Channel Islands 94.38 94.74
Logicalis GmbH I Germany 94.38 94.74
Logicalis Group Finance Limited I United Kingdom 94.38 94.74
Logicalis Group Limited I United Kingdom 100.00 100.00
Logicalis Guernsey Limited I Channel Islands 94.38 94.74
Logicalis International Group Holding Limited 5 I United Kingdom 94.38 94.74
٠
. . ٠
ł

42. Subsidiaries and equity-accounted investments (continued)

Datatec Group effective holding (% held)

Subsidiaries and equity-accountedinvestments Note Nature ofbusiness Country ofincorporation As at 28February2025 As at 29February2024
Incorporated in UK and Europe (continued)
Logicalis International Limited I United Kingdom 94.38 94.74
Logicalis Ireland Limited I Ireland 94.38 94.74
Logicalis Jersey Limited I Channel Islands 94.38 94.74
Logicalis Networks GmbH 8 I Germany 94.38 94.74
Logicalis Portugal S.A I Portugal 94.38 94.74
Logicalis Siticom GmbH 7 I Germany 94.74
Logicalis Solutions Limited I Ireland 94.38 94.74
Logicalis Spain, S.L. I Spain 94.38 94.74
Logicalis Technical Services Limited** I Ireland 94.74
Logicalis Technology Limited I Ireland 94.38 94.74
Logicalis UK Limited I United Kingdom 94.38 94.74
Mason Advisory Group Holdings Limited 12 C United Kingdom 75.00 — — %
Mason Advisory Group Limited 12 C United Kingdom 80.00 — — %
Mason Advisory Limited 12 C United Kingdom 75.00 80.00
Orange Networks GmbH 7 I Germany 94.38 94.74
Paratira Limited* 13 I United Kingdom 100.00
PromonLogicalis Latin America Limited I United Kingdom 68.42 68.42
Q Associates Limited* I United Kingdom 94.38 94.74
Rebura GmbH* D Switzerland 87.50 87.50
Rebura Holdings Limited D United Kingdom 87.50 87.50
Rebura Limited D United Kingdom 87.50 87.50
Risk4All S.L. I Spain 50.82 51.01
Siticom GmbH 7 I Germany 94.38 94.74
Two Ten Degrees Limited I United Kingdom 94.38 94.74
Westcon Denmark ApS D Denmark 87.50 87.50
Westcon Group Africa Operations Limited D United Kingdom 87.50 87.50
Westcon Group Austria GmbH D Austria 87.50 87.50
Westcon Group European Operations Limited D United Kingdom 87.50 87.50
Westcon Group Germany GmbH D Germany 87.50 87.50
Westcon Group Italia S.R.L. D Italy 87.50 87.50
Westcon Group Middle East Holdings Limited D United Kingdom 87.50 87.50
Westcon Group Netherlands BV D Netherlands 87.50 87.50
Westcon Group Norway AS D Norway 87.50 87.50
Westcon Group Poland Sp. Z.O.O. D Poland 87.50 87.50
Westcon Group Portugal, Sociedade Unipessoal,Limitada D Portugal 87.50 87.50
Westcon International Group Holdings Limited D United Kingdom 87.50 87.50
Westcon International Limited D United Kingdom 92.10 92.10
WGEO Switzerland GmbH D Switzerland 87.50 87.50

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

42. Subsidiaries and equity-accounted investments (continued)

Datatec Group effectiveholding (% held)
Subsidiaries and equity-accountedinvestments Note Nature ofCountry ofbusinessincorporation As at 28February2025 As at 29February2024
Incorporated in US and Canada
Canada WGIT Services, Inc. D Canada 87.50 87.50
Datatec Financial Services, Inc. D USA 100.00 100.00
Kumulus USA Inc 11 I USA 100.00 100.00
Logicalis South America, Inc. I USA 68.42 68.42
Logicalis US Holdings, Inc. I USA 94.38 94.74
Logicalis, Inc. I USA 94.38 94.74
Nubeliu I LLC.** I USA 68.42
Nubeliu II LLC.** I USA 68.42
Nubeliu Limited* I Cayman Islands 68.42 68.42
PLLAL International LLC I USA 68.42 68.42
Global Deployment Solutions LLC D USA 87.50 87.50
WG Services, Inc. D USA 87.50 87.50
Incorporated in Latin America
C2 Mining Solutions S.A.C. I Peru 68.42 68.42
Cirrus Participações S.A. 14 I Brazil 77.58 60.41
Coasin Chile S.A. I Chile 68.42 68.42
Kumulus Serviços em Cloud Computing eDatabase Ltda 14 I Brazil 77.58 60.41
Logicalis Andina Bolivia LAB. Limitada I Bolivia 68.42 68.42
Logicalis Andina S.A.C. I Peru 68.42 68.42
Logicalis Argentina S.A. I Argentina 68.42 68.42
Logicalis Chile S.A. I Chile 68.42 68.42
Logicalis Colombia S.A.S I Colombia 68.42 68.42
Logicalis Ecuador S.A. I Ecuador 68.42 68.42
Logicalis Inc. S.A.* I Uruguay 68.42 68.42
Logicalis Latin America Holding S.A. I Brazil 68.42 68.42
Logicalis Mexico, S. de R.L. de C.V. I Mexico 68.42 68.42
Logicalis Paraguay S.A. I Paraguay 68.42 68.42
Logicalis Puerto Rico Inc. I Puerto Rico 68.42 68.42
Logicalis República Dominicana S.A.S I DominicanRepublic 68.42 68.42
Logicalis Uruguay S.A. I Uruguay 68.42 68.42
Nubeliu Argentina S.R.L I Argentina 68.42 68.42
PromonLogicalis Tecnologia e ParticipaçõesLimitada I Brazil 68.42 68.42
PTLS Serviços de Tecnologia e Assessoria TécnicaLimitada I Brazil 68.42 68.42
Saleslogics Serviços em Inteligência de NegóciosEmpresariais e Informática Ltda. 14 I Brazil 77.58 60.41
WeService Serviços e Tecnologia Limitada I Brazil 68.42 68.42
۰٠
٠ł

42. Subsidiaries and equity-accounted investments (continued)

Datatec Group effective holding (% held)

Subsidiaries and equity-accountedinvestments Note Nature ofbusiness Country ofincorporation As at 28February2025 As at 29February2024
Incorporated in Australia and New Zealand
Datatec Financial Services (NZ) Limited D New Zealand 100.00 100.00
Datatec Financial Services Pty Ltd D Australia 100.00 100.00
Logicalis Australia Holdings Pty Ltd I Australia 94.38 94.74
Logicalis Australia Pty Ltd I Australia 94.38 94.74
Westcon Group NZ Limited D New Zealand 87.50 87.50
Westcon Group Pty Ltd D Australia 87.50 87.50
Incorporated in British Virgin Islands
NetStar Group Holding Limited I British VirginIslands 94.38 94.74
Incorporated in Asia
iZeno (Thailand) Company Limited 9 I Thailand 29.89 60.97
iZeno (Thailand) Holding Company Limited 9 I Thailand 29.89
iZeno Inc. I Philippines 61.35 61.58
iZeno Private Limited 9 I Singapore 61.35 61.58
iZeno Sdn Bhd I Malaysia 61.35 61.58
Logicalis Asia Pacific MSC Sdn. Bhd. I Malaysia 94.38 94.74
Logicalis Hong Kong Limited I Hong Kong 94.38 94.74
Logicalis Malaysia Sdn. Bhd. I Malaysia 94.38 94.74
Logicalis Pte. Limited (Xiamen) I China 94.38 94.74
Logicalis Shanghai Limited I China 94.38 94.74
Logicalis Singapore Pte. Limited I Singapore 94.38 94.74
Logicalis Vietnam Company Limited I Vietnam 94.38 94.74
PT iZeno Teknologi Indonesia I Indonesia 60.97 60.97
PT Westcon International Indonesia D Indonesia 87.50 87.50
PT Packet Systems Indonesia I Indonesia 50.49 50.69
PT. Westcon Solutions D Indonesia 87.50 87.50
Westcon Group (Thailand) Co. Limited D Thailand 87.49 87.49
Westcon Group (Vietnam) Co. Limited D Vietnam 87.50 87.50
Westcon Group Pte. Limited D Singapore 87.49 87.49
Westcon Solutions (HK) Limited D Hong Kong 87.50 87.50
Westcon Solutions (M) Sdn. Bhd. D Malaysia 87.50 87.50
Westcon Solutions (Shanghai) Limited D China 87.50 87.50
Westcon Solutions IMH Pte. Limited D Singapore 87.50 87.50
Westcon Solutions Philippines Inc. D Philippines 87.49 87.49
Westcon Solutions Pte. Limited D Singapore 87.50 87.50
WestconComstor International (India)Private Limited D India 87.50 87.50

Corporate governance reports

Responsible Business reports

Financial results

continued

for the year ended 28 February 2025

42. Subsidiaries and equity-accounted investments (continued)

Datatec Group effectiveholding (% held)
Subsidiaries and equity-accountedinvestments Note Nature ofbusiness Country ofincorporation As at 28February2025 As at 29February 2024
Incorporated in Middle East
Datatec International Services FZE O United ArabEmirates 100.00 100.00
Westcon Africa FZCO* D United ArabEmirates 87.50 87.50
Westcon Comstor Trading LLC D Kingdom of SaudiArabia 87.50 87.50
Westcon Doha LLC 3 D Qatar 42.87 42.87
Westcon Kuwait Company for Communications,Equipment, Accessories and Spare Parts WLL 3 D Kuwait 42.87 42.87
Westcon LLC D Oman 87.50 87.50
Westcon Middle East Bahrain WLL 4 D Bahrain 86.62 86.62
Westcon Middle East Equipments Trading LLC 4 D United ArabEmirates 42.87 42.87
Westcon Middle East FZE D United ArabEmirates 87.50 87.50
Westcon Saudi Company LLC 4 D Kingdom of SaudiArabia 65.62 65.62

* Entities disclosed include dormant entities, entities in the process of deregistration and entities being liquidated. ** Entities disclosed include entities that have been dissolved/deregistered.

Trading and dormant entities have been disclosed above.

C – Consulting Services

D – Distribution

  • I ICT Solutions
  • O Other holdings

42. Subsidiaries and equity-accounted investments (continued) Subsidiary companies

The subsidiary companies listing on the previous page illustrates the effective percentage shareholding of the Datatec Group in its trading subsidiaries. There are subsidiaries within the Group that have non-controlling interests and a number of these subsidiaries hold further investments that also have non-controlling interests. These entities are controlled by the Group and consolidated.

Westcon International

Note 1

Westcon International was 90% owned by Datatec following the sale of Westcon Americas to SYNNEX Corporation ("SYNNEX") together with 10% of Westcon International in FY18. In June 2020, Datatec PLC increased its shareholding in Westcon International to 92.1% as a result of a capitalisation transaction, resulting in a reduction of the minority interest of SYNNEX from 10% to 7.9%.

Note 2

Datatec PLC, a 100%-owned subsidiary of Datatec Limited, owns 92.1% of Westcon International Limited, who owns 95% of Westcon International Group Holdings Limited ("WIGHL"), who owns a 100% of Westcon Group European Operations Limited, who owns 90% of Westcon Emerging Markets Group Proprietary Limited ("WEMG") and WEMG holds 59.995% of the shares of Westcon Southern Africa Holdings Proprietary Limited and 100% of the shares in Westcon Group Shared Services Proprietary Limited. WEMG controls Westcon Southern Africa Holdings Proprietary Limited.

WEMG made a capital investment in Ascension Fund No 5 LLP, the Broad-Based Black Economic Empowerment ("BBBEE") partner of Westcon Southern Africa Holdings Proprietary Limited. WEMG has control over the fund.

Westcon Southern Africa Holdings Proprietary Limited holds 81.5% of the shares in WestconGroup SA Proprietary Limited and 100% of the shares in Westcon Namibia Distribution Proprietary Limited and controls both these entities.

WEMG, Westcon Southern Africa Holdings Proprietary Limited and WestconGroup SA Proprietary Limited are consolidated in the Group's annual financial statements based on control as defined in terms of IFRS 10.

Westcon Africa Tunisia was incorporated on the 18 September 2023 with a 49% shareholding. The shareholding requirement is mandated by Tunisia Law but Westcon Group Africa Operations Limited has control by virtue of a shareholders' agreement. As a result, Westcon Africa Tunisia is 100% consolidated as Westcon has full management control.

Note 3

Westcon Doha and Westcon Kuwait are 100% consolidated as the minority shareholders have no rights to obtain a share of profits. Westcon has full management control in terms of the shareholder agreements of these entities.

Note 4

Westcon Middle East Equipments Trading LLC, Westcon Saudi Company LLC and Westcon Middle East Bahrain WLL are 100% consolidated as Westcon has full control over these entities in terms of the shareholder agreements.

Corporate governance reports

Responsible Business reports

continued

for the year ended 28 February 2025

42. Subsidiaries and equity-accounted investments (continued)

Logicalis International

Note 5

LGLP Proprietary Limited ("LGLP") made a capital investment in Ascension Fund No 15 LLP, the BBBEE partner of Logicalis SA Proprietary Limited. LGLP has control over the fund.

During FY25, the management of Logicalis International increased their shareholding in Logicalis International Group Holding Limited ("LIGHL") from 5.26% to a net holding of 5.62%. As a result, the Datatec Group now have a 94.38% effective holding (Which includes treasury shares held by LIGHL) in LIGHL. The effective holding of the Datatec Group in the non-wholly owned subsidiaries held by the 100%-owned subsidiaries also decreased.

Note 6

In FY21, Logicalis SA (Pty) Ltd disposed of 40% of its investment in Mars Investment Holdings Proprietary Limited as part of a BBBEE deal. Mars Investment Holdings Proprietary Limited owned 100% of Mars Technologies Proprietary Limited and Mars Network and Risk Services Proprietary Limited. In FY25, Logicalis SA (Pty) Ltd disposed of the remaining 60% investment in Mars Investment Holdings Proprietary Limited, reducing the Datatec Group shareholding from 39.75% to Nil%.

Note 7

In FY25 the Datatec Group merged Logicalis Siticom GmbH, a 100%-owned subsidiary of the Group, into Orange Networks GmbH. As a result of the merger, Siticom GmbH is now a 100%-owned subsidiary of Orange Networks GmbH.

Note 8

Logicalis Networks GmbH business owns 51% of the shares in ITUMA GmbH and it is consolidated in the Group's annual financial statements based on control as defined in terms of IFRS 10.

Note 9

In FY25, iZeno Private Limited incorporated iZeno (Thailand) Holding Company Limited, a company registered in Thailand which now holds the investment in iZeno (Thailand) Company Limited. Subsequent to the incorporation, iZeno Private Limited sold 51.28% of the ordinary shareholding in iZeno (Thailand) Holding Company Limited to a local partner in Thailand. This resulted in a 48.72% shareholding held by iZeno Private Limited. However, based on control as defined in terms of IFRS 10, the Group consolidates iZeno (Thailand) Holding Company Limited in its annual financial statements.

Note 10

In FY25, Datatec Limited transferred its 100% shareholding in LGLP (Pty) Ltd to Logicalis International Limited who, after the transaction, owns a 100% of the shareholding in LGLP (Pty) Ltd.

42. Subsidiaries and equity-accounted investments (continued) Corporate

Note 11

In FY24, Logicalis Group Limited incorporated Kumulus International Holdings Limited, a UK registered entity who in turn incorporated Kumulus USA Inc, a US-registered entity. During FY25, Kumulus International Holdings Limited incorporated Kumulus Europe Unipessoal, Lda, an entity registered in Portugal.

Note 12

During FY25, two intermediate holding companies called MAGL and MAGHL were inserted into the Group structure. Management purchased shares in MAGHL constituting 6.25% of the ordinary equity and MAGL holds the remaining 93.75%. Datatec owns an 80.0% shareholding in MAGL. As part of the corporate restructuring the Mason Advisory Limited shareholding held by MAGHL increased to 100%.

Note 13

During FY25, Logicalis Group Limited incorporated Paratira Limited, a UK registered entity.

Note 14

In FY25, the Group, through its 100%-owned subsidiary Logicalis Group Limited, purchased additional shareholding in Kumulus from the minority shareholders. Kumulus was equity-accounted during FY24. Refer to Note 38.1.

Equity-accounted investments

As at 28 February 2025, the Group does not have an interest in any equity-accounted investments.

Corporate governance reports

Responsible Business reports

Financial results

Notice of Annual General Meeting

Datatec Limited

(Incorporated in the Republic of South Africa) Registration number: 1994/005004/06 Share code – JSE: DTC OTCQX: DTTLF ISIN: ZAE000017745 ("Datatec" or "the Company" or "the Group")

Notice is hereby given that the Annual General Meeting ("Meeting") of shareholders of Datatec will be held at 14:00 on Thursday, 31 July 2025. This Meeting will be conducted entirely by electronic communication with shareholder participation and voting taking place by proxy and/or online through the use of a virtual meeting platform (the "Virtual Meeting Platform") provided by The Meeting Specialists Proprietary Limited ("TMS" or the "Scrutineers").

The Board of directors of the Company ("the Board"), in accordance with section 63(2)(a) of the Companies Act, No. 71 of 2008, as amended ("Companies Act") and the Company's Memorandum of Incorporation ("MoI"), have resolved to convene the Meeting entirely by electronic communication. Please see below for further details regarding the electronic participation instructions and guidelines, and should you have any further questions, please send an email to [email protected].

The Meeting will be held for the purpose of: (i) considering the following business to be transacted and voting on the resolutions, with or without modification, in the manner required by the Companies Act, as read with the Listings Requirements of the JSE Limited ("JSE") ("Listings Requirements"), and (ii) deal with such other business as may lawfully be dealt with at the Meeting:

1. Presentation of annual financial statements

"To present Datatec's audited annual financial statements for the year ended 28 February 2025, including the directors' report, the Audit, Risk and Compliance Committee report, and Group audited annual financial statements for the year ended 28 February 2025; all of which are contained from pages 43 to 168 of the annual report."

2. Presentation of the Social and Ethics Committee report

"To present the Social and Ethics Committee report to the shareholders of the Company. Please refer to page 6 of the annual report for the Social and Ethics Committee report. The Chair of the Social and Ethics Committee is available to report to the shareholders at the Meeting".

3. Presentation of the remuneration implementation report

"To present the remuneration implementation report of the Company to the shareholders of the Company. Please refer to pages 27 to 40 of the annual report for the remuneration implementation report."

4. Re-election of director

Ordinary resolution number 1

"Resolved that Mr JP Montanana, who retires in terms of the MoI and who offers himself for re-election, be and is hereby re-elected as a director of the Company."

Please refer to page 2 of the annual report for Mr JP Montanana's brief curriculum vitae. On behalf of the Board, the Chair confirms that, on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Mr JP Montanana throughout his period of office was highly satisfactory.

In order for this resolution to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

5. Re-election of director

Ordinary resolution number 2

"Resolved that Mr LC Rapparini, who retires in terms of the MoI and who offers himself for re-election, be and is hereby re-elected as a director of the Company."

Please refer to page 3 of the annual report for Mr LC Rapparini's brief curriculum vitae. On behalf of the Board, the Chair confirms that, on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Mr LC Rapparini throughout his period of office was highly satisfactory.

In order for this resolution to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

6. Re-election of director Ordinary resolution number 3

"Resolved that Ms DS Sita, who retires in terms of the MoI and who offers herself for re-election, be and is hereby re-elected as a director of the Company ."

Please refer to page 3 of the annual report for Ms DS Sita's brief curriculum vitae. On behalf of the Board, the Chair confirms that, on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Ms DS Sita throughout her period of office was highly satisfactory.

In order for this resolution to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

7. Reappointment of independent auditors

Ordinary resolution number 4

"Resolved that PricewaterhouseCoopers Inc. and Mr Deon Storm as the designated auditor, as recommended by the current Audit, Risk and Compliance Committee of the Company, be reappointed, as auditors of the Company from the conclusion of this Meeting until the conclusion of the next Meeting."

In order for this resolution to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

8. Election of Audit, Risk and Compliance Committee members Ordinary resolution number 5

"Resolved that the members of the Audit, Risk and Compliance Committee be elected to serve with effect from the conclusion of this Meeting to the commencement of the next Meeting to be held in 2026 by separate election to the committee of the following independent non-executive directors:

5.1 Mr MJN Njeke (to serve until 31 December 2025 when he will retire from the Board); 5.2 Ms DS Sita (subject to the passing of ordinary resolution number 3); 5.3 Mr CR Jones."

Please refer to page 3 of the annual report for Mr Njeke's, Ms Sita's and Mr Jones' brief curricula vitae. On behalf of the Board, the Chair confirms that each candidate for election to the Audit, Risk and Compliance Committee has the relevant knowledge and experience to discharge their role effectively and that the performance of each candidate in the service of the Audit, Risk and Compliance Committee to the date of this notice has been highly satisfactory.

In order for each of the above resolutions to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

9. Election of Social and Ethics Committee members Ordinary resolution number 6

"Resolved that the members of the Social and Ethics Committee be elected to serve with effect from the conclusion of this Meeting to the commencement of the next Meeting to be held in 2026 by separate election to the committee of the following independent non-executive directors:

6.1 Ms SJ Everaet;

6.2 Ms M Makanjee;

6.3 Mr MJN Njeke (to serve until 31 December 2025 when he will retire from the Board)."

Please refer to pages 2 and 3 of the annual report for Ms Everaet's, Ms Makanjee's and Mr Njeke's brief curricula vitae. On behalf of the Board, the Chair confirms that each candidate for election to the Social and Ethics Committee has the relevant knowledge and experience to discharge their role effectively and that the performance of each candidate in the service of the Social and Ethics Committee to the date of this notice has been highly satisfactory.

In order for each of the above resolutions to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

10. Non-binding advisory votes on remuneration policy and remuneration implementation Resolution number 7

"Resolved that the remuneration policy of the Company as reflected on pages 20 to 26 of the annual report, be and is hereby endorsed through a non-binding advisory vote as recommended by the Report on Corporate Governance for South Africa, 2016 ("King IV")."

Notice of Annual General Meeting continued

10. Non-binding advisory votes on remuneration policy and remuneration implementation (continued) Resolution number 8

"Resolved that the remuneration implementation report of the Company as reflected on pages 27 to 40 of the annual report, be and is hereby endorsed through a non-binding advisory vote as recommended by King IV."

Explanatory note on resolutions number 7 and 8

In terms of principle 14 of King IV, the Company's remuneration policy and remuneration implementation report should be tabled to shareholders for separate non-binding advisory votes at the Meeting. These votes enable shareholders to express their views on the remuneration policies adopted by the Company and on the implementation thereof. Shareholders are requested to endorse the Company's remuneration policy set out in the annual report.

In order for each of the above resolutions to be endorsed, the support of more than 50% (fifty percent) of votes cast in respect of each such resolution by shareholders present or represented by proxy at the Meeting is required. In the event that at least 25% (twenty-five percent) of voting rights exercised on either advisory vote are against either the remuneration policy or remuneration implementation report or both, the Board commits to implementing the consultation process set out in King IV.

11. Approval of non-executive directors' fees

Special resolution number 1

"Resolved that the Board and committee fees for non-executive directors for the financial year ending 28 February 2026, as recommended by the Remuneration Committee and set out in the note below, be and are hereby authorised, in accordance with the provisions of the Companies Act, and that the Company may continue to pay directors' fees at the annual rates specified in the note below for the period from 28 February 2025 until the earlier of (i) approval of Board and committee fees for non-executive directors at the Company's 2026 Meeting, and (ii) the date that is two years after the date of the Meeting, in accordance with the Companies Act.

Directors' fees:

  • Chair of the Board: US$238 000 (total fee inclusive of all committee and subsidiary board work);
  • Non-executive director's fee: US$75 188;
  • Chair of the Audit, Risk and Compliance Committee: US$37 583;
  • Member of the Audit, Risk and Compliance Committee: US$18 791;
  • Chair of the Social and Ethics Committee: US$12 528;
  • Member of the Social and Ethics Committee: US$6 263;
  • Chair of the Remuneration Committee: US$18 791;
  • Member of the Remuneration Committee: US$9 401;
  • Member of the Nominations Committee: US$6 263; and
  • Chair of Trustees of the Datatec Educational and Technology Foundation: US$14 170."

Reason for special resolution number 1

The Companies Act requires shareholder approval of non-executive directors' fees prior to payment of such fees. The fees have been increased 3% from the levels approved at the previous Meeting.

In terms of the Companies Act, at least 75% (seventy-five percent) of the votes cast in respect of this resolution by shareholders present or represented by proxy at this Meeting must be cast in favour of this resolution for it to be adopted.

12. Authority to provide financial assistance to any Group company

Special resolution number 2

"Resolved that, to the extent required by sections 44 and/or 45 of the Companies Act, the Board may, subject to the provisions of the Companies Act, the Company's MoI and the Listings Requirements, authorise the Company to provide direct or indirect financial assistance to any related or inter-related (as defined in the Companies Act) company or corporation of the Company, on terms and conditions which the directors may determine, commencing on the date of passing of this resolution and ending at the next Meeting."

Reason for special resolution number 2

In terms of the Companies Act, the Board may authorise the Company to provide any financial assistance in terms of sections 44 and/or 45 of the Companies Act to any related or inter-related company or corporation of the Company, subject to certain requirements set out in the Companies Act, including the Company meeting the solvency and liquidity test. This general authority would greatly assist the Company inter alia with making inter-company loans to Group companies as well as granting letters of support and guarantees in appropriate circumstances. The existence of a general shareholder authority would avoid the need to refer each instance to members for approval which might impede the negotiations and add time and expense. If approved, this general authority will expire at the next Meeting.

Notification

Written notice in terms of section 45(5) of the Companies Act of any such resolution by the Board shall be given to all shareholders of the Company and any trade union representing its employees:

• within 10 business days after the Board adopts the resolution, if the total value of the financial assistance contemplated in that resolution, together with any previous such resolution during the financial year, exceeds one-tenth of 1% (one percent)

  • of the Company's net worth at the time of the resolution; or
  • within 30 business days after the end of the financial year, in any other case.

Subject to the approval of this special resolution, the Board will pass a similar financial assistance resolution on or after the date of this Meeting.

In terms of the Companies Act, at least 75% (seventy-five percent) of the votes cast in respect of this resolution by shareholders present or represented by proxy at the Meeting must be cast in favour of this resolution for it to be adopted.

13. General authority to repurchase shares

Special resolution number 3

"Resolved that the Board be authorised by way of a general authority given as a renewable mandate, to facilitate the acquisition by the Company and/or a subsidiary of the Company of the issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the MoI, the provisions of the Companies Act and the Listings Requirements, when applicable and provided that:

a) an announcement giving such details as may be required in terms of the Listings Requirements be released on the Stock Exchange News Service when the Company or its subsidiaries have cumulatively repurchased 3% (three percent) of the initial number of the shares of the Company in issue as at the time the general authority was granted and for each 3% (three

b) the authorisation granted above shall remain in force from the date of passing of this special resolution for a period of

d) the Company or its subsidiary shall not repurchase securities during a prohibited period as defined in paragraph 3.69 of the including, but not limited to, a repurchase programme being in place, where dates and quantities of shares to be traded during the prohibited period are fixed (not subject to any variation) and full details of the programme being disclosed to the JSE in writing prior to the commencement of the prohibited period, as required and the Company having instructed an independent third party, which makes its investment decisions in relation to the Company's securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the repurchase programme

  • percent) in aggregate of the initial number of shares acquired thereafter;
  • 15 (fifteen) months or until the next Meeting, whichever period is shorter;
  • c) at any point in time, the Company will only appoint one agent to effect any repurchase(s) on its behalf;
  • Listings Requirements unless the repurchase is done in accordance with the provisions of the Listings Requirements, submitted to the JSE;
  • any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
  • such shares are to be held as treasury shares;
  • g) any such general repurchase will be subject to the applicable provisions of the Companies Act;
  • control approval at that point in time;
  • i) in determining the price at which the Company's ordinary shares are acquired by the Company in terms of this general days immediately preceding the date of the repurchase of such ordinary shares by the Company or a subsidiary of the Company; and
  • j) a resolution has been passed by the Board confirming that the Board has authorised the general repurchase, that the have been no material changes to the financial position of the Group."

e) the repurchase of securities will be effected through the order book operated by the JSE trading system and done without f) the repurchase by the Company of its own securities above may not exceed 20% (twenty percent) of the Company's issued ordinary share capital in the aggregate in any one financial year, as at the beginning of the financial year, or in the case of acquisition by any of the Company's subsidiaries, 10% (ten percent) of such issued ordinary share capital in the aggregate if

h) any requisite exchange control approval has been obtained, to the extent that such repurchases are subject to exchange

authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the 5 (five) trading

Company has passed the solvency and liquidity test as required by the Companies Act and since the test was done there

At least 75% (seventy-five percent) of the votes cast in respect of this resolution by shareholders present or represented by proxy at the Meeting must be cast in favour of this resolution in terms of the Listings Requirements in order for it to be adopted.

Financial results

Notice of Annual General Meeting continued

Additional disclosure

For purposes of considering special resolution number 3 and in terms of the Listings Requirements, the information below has been included in the annual report, in which this notice of Meeting is included, at the places indicated:

  • Major shareholders (refer page 178 of the annual report); and
  • Share capital of the Company (refer page 112 of the annual report).

The Company will not commence a general repurchase of shares as contemplated above unless the following can be met:

  • the Company and the Group will be able to repay its debts in the ordinary course of business for a period of 12 (twelve) months following the date of the general repurchase;
  • the Company and the Group's assets will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve) months after the date of the general repurchase. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements which comply with the Companies Act;
  • the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the general repurchase; and
  • the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months following the date of the repurchase.

Reason and effect

The reason and effect for special resolution number 3 is to authorise the Company and/or its subsidiary company by way of a general authority to acquire its own issued shares on such terms, conditions and in such amounts as determined from time to time by the directors of the Company subject to the limitations set out above.

Statement of Board's intention

The Board would like the flexibility to use the shareholder authority which this resolution would provide to undertake a repurchase if circumstances arise in future which would render such a repurchase beneficial to the Company having regard to prevailing circumstances, market conditions as well as the Company's liquidity requirements.

Directors' responsibility statement

The directors, whose names are given on page 180 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution number 3 and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this special resolution contains all information required by the Listings Requirements.

Material changes

There have been no material changes in the affairs or financial position of the Company and/or the Group since the date of signature of the audit report up to the date of this notice.

14. Authority to sign all documents required

Ordinary resolution number 9

Any director of the Company or the Company Secretary shall be and is hereby authorised to sign all documents and perform all acts which may be required to give effect to such ordinary resolutions number 1 to 6, resolutions number 7 and 8 and special resolutions number 1 to 3 passed at the Meeting."

In order for this resolution to be adopted, the support of more than 50% (fifty percent) of votes cast in respect of such resolution by shareholders present or represented by proxy at the Meeting is required.

15. To transact such other business as may be transacted at an Annual General Meeting

The record date on which shareholders must be recorded as such in the register maintained by the transfer secretaries of the Company for the purposes of being entitled to receive this notice of the Meeting is Friday, 20 June 2025.

Voting and proxies Record date and proxies

The record date on which shareholders must be recorded as such in the register maintained by the transfer secretaries of the Company for the purposes of being entitled to attend and vote at the Meeting is Friday, 18 July 2025. Accordingly, the last day to trade for the purposes of being entitled to attend and vote at the Meeting is Tuesday, 15 July 2025.

Shareholders who have not dematerialised their shares or who have dematerialised their shares with "own name" registration are entitled to attend and vote at the Meeting (in each case via the Virtual Meeting Platform) and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead. The person so appointed need not be a shareholder of the Company. Proxy forms must be forwarded to reach the registered office of the Company or The Meeting Specialists Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown, 2196 or posted to The Meeting Specialists Proprietary Limited at PO Box 62043, Marshalltown, 2107, South Africa or emailed to [email protected], so as to be received by them, for administrative purposes, by no later than 14:00, on Tuesday, 29 July 2025. Any forms of proxy not lodged by this time may be emailed to [email protected] prior to the commencement of the Meeting.

Proxy forms must only be completed by shareholders who have dematerialised their shares with "own name" registration or who have not dematerialised their shares.

Every member attending the Meeting personally or by proxy and entitled to vote at the Meeting of the Company shall have one vote only irrespective of the number of shares such member holds. In the event of a poll, every member shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by such member bears to the aggregate amount of the nominal value of all the shares issued by the Company.

Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with "own name" registration, who are unable to attend the Meeting but wish to be represented thereat, should contact their Central Securities Depository Participant ("CSDP") or broker (as the case may be) in the manner and within the time stipulated in their agreement entered into by such shareholder and the CSDP or broker (as the case may be) to furnish the CSDP or broker (as the case may be) with their voting instructions and in the event that such shareholders wish to attend the Meeting, to obtain the necessary authority to do so. Such shareholders who wish to attend the meeting in person or be represented by proxy (via the Virtual Meeting Platform) must obtain the necessary letter of representation from their CSDP or broker.

Shares held by a share trust or scheme will not have their votes at meetings taken into account for the purposes of resolutions proposed in terms of the Listings Requirements.

Corporate governance reports

Financial results

Notice of Annual General Meeting continued

Electronic participation in the 2025 meeting

All shareholders who wish to attend the meeting are required to participate in the Meeting by way of electronic participation, and are required to send a notice in writing (including details on how the shareholder or representative (including proxy) can be contacted) to the Scrutineers, at The Meeting Specialists Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown, 2196 or post to The Meeting Specialists Proprietary Limited at PO Box 62043, Marshalltown, 2107, South Africa or email

[email protected]. The written notification must be received by the Scrutineers at least 48 hours prior to the Meeting (being Tuesday, 29 July 2025) for the Scrutineers to arrange for the shareholder (or representative or proxy) to provide reasonably satisfactory identification to the transfer secretaries for the purposes of section 63(1) of the Companies Act and for the Scrutineers to provide the shareholder (or representative or proxy) with details on how to access the Meeting by means of electronic participation. The written notification should contain the following:

  • a certified copy of the shareholder's identity document or valid passport if the shareholder is an individual;
  • a certified copy of a resolution of letter of representation given by the shareholder if the shareholder is a company or juristic person, and certified copies of identity document or valid passports of the persons who passed the resolution; and
  • a valid email address and/or telephone number.

Participants who have complied with the notice requirement above, will be contacted between Wednesday 30 July 2025 and Thursday 31 July 2025, and provided the relevant connection details as well as the passcodes through which they or their proxy/ies can participate via electronic communication and of the process for participation via a unique link to the email/cellphone number provided in the notification.

It is recommended that shareholders log into the online platform at least 5 (five) minutes prior to the scheduled start time for the meeting. Should shareholders require assistance with accessing the online platform, they can call the following helpline: +2781 711 4255.

Shareholders will be able to view a live webcast of the Meeting, ask directors questions online in written format or orally and submit your votes in real time if the shareholder has not already voted through their CSDP or broker.

The cost of accessing any means of electronic participation provided by the Company will be borne by the Company.

By order of the Board

SP Morris

For and on behalf of Datatec Management Services (Pty) Ltd Company Secretary

Sandton

27 June 2025

Form of proxy

Datatec Limited

(Incorporated in the Republic of South Africa) Registration number: 1994/005004/06 Share code – JSE: DTC OTCQX: DTTLF ISIN: ZAE000017745 ("the Company")

Please note that this proxy form is only for use by members who have not dematerialised their ordinary shares or who have dematerialised their ordinary shares and registered them with own name registration.

I/We

__________________________________________________________________________________________________________________

Telephone number:

__________________________________________________________________________________________________________________

Cell phone number:

__________________________________________________________________________________________________________________

Email:

__________________________________________________________________________________________________________________

of

__________________________________________________________________________________________________________________

being a member/members of the above mentioned Company, hereby appoint:

__________________________________________________________________________________________________________________

or failing him/her,

__________________________________________________________________________________________________________________

or failing him/her, the chair of the Annual General Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 14:00 on Thursday, 31 July 2025 and at any adjournment of that meeting. Signed at this day of 2025 __________________________________________________________________________________________________________________

Signature

__________________________________________________________________________________________________________________

In favour ofresolution Againstresolution Abstainfrom voting
Please indicate with an "X" in the appropriate space on the right how you
wish your votes to be cast. If you return this form duly signed, without any
No. Type specific direction, the proxy shall be entitled to vote as he/she thinks fit.
4. O1 Re-election of JP Montanana
5. O2 Re-election of LC Rapparini
6. O3 Re-election of DS Sita
7. O4 Reappointment of independent auditors
8. O5 Election of Audit, Risk and Compliance Committee members:
5.1 Election of MJN Njeke
5.2 Election of DS Sita
5.3 Election of CR Jones
9. O6 Election of Social and Ethics Committee members:
6.1 Election of SJ Everaet
6.2 Election of M Makanjee
6.3 Election of MJN Njeke
10. 7 Non-binding advisory vote on remuneration policy
10. 8 Non-binding advisory vote on remuneration implementation report
11. S1 Approval of non-executive directors' fees
12. S2 Authority to provide financial assistance to any Group company
13. S3 General authority to repurchase shares
14. O9 Authority to sign all documents required

O = Ordinary S = Special

govpor ernance rets Corporate
rep Businessorts Responsible
results Financial

Notes to the form of proxy

    1. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a registered member of the Company.
    1. Every member attending the Annual General Meeting personally or by proxy and entitled to vote at the Annual General Meeting of the Company shall, have one vote only irrespective of the number of shares such member holds. In the event of a poll, every member shall be entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by such member bears to the aggregate amount of the nominal value of all the shares issued by the Company.
    1. Members registered in their own name are members who elected not to participate in the Issuer-Sponsored Nominee Programme and who appointed Computershare Investor Services Proprietary Limited as their Central Securities Depository Participant ("CSDP") with the express instruction that their uncertificated shares are to be registered in the electronic sub-register of members in their own names.

Instructions on signing and lodging the form of proxy:

    1. A member may insert the name of a proxy or the names of two alternative proxies of the member's choice in the space/s provided overleaf, with or without deleting "the chair of the Annual General Meeting", but any such deletion must be initialled by the member. Should this space be left blank, the proxy will be exercised by the chair of the Annual General Meeting. The person whose name appears first on the form of proxy and who is present at the Annual General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.
    1. A member's voting instructions to the proxy must be indicated by the insertion of an "X", or the number of votes exercisable by that member, in the appropriate spaces provided overleaf. Failure to do so will be deemed to authorise the proxy to vote or to abstain from voting at the Annual General Meeting as he/she thinks fit in respect of all the member's exercisable votes. A member or his/her proxy is not obliged to use all the votes exercisable by him/her or by his/her proxy but the total number of votes cast, or those in respect of which abstention is recorded, may not exceed the total number of votes exercisable by the member or by his/ her proxy.
    1. To be valid, the completed forms of proxy must be lodged with The Meeting Specialists Proprietary Limited, JSE Building, One Exchange Square, Gwen Lane, Sandown, 2196 or posted to The Meeting Specialists Proprietary Limited at PO Box 62043, Marshalltown, 2107, South Africa or emailed to [email protected], or call The Meeting Specialists on +27 844334836 or +27 614400654, so as to be received by them, for administrative purposes, by no later than 14:00, on Tuesday, 29 July 2025. Any forms of proxy not lodged by this time must be received by the chair of the Annual General Meeting in a timely manner.
    1. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the chair of the Annual General Meeting.
    1. The completion and lodging of this form of proxy will not preclude the relevant member from attending the Annual General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such member wish to do so.

The completion of any blank spaces overleaf need not be initialled. Any alterations or corrections to this form of proxy must be initialled by the signatory/ies.

The chair of the Annual General Meeting may accept any form of proxy which is completed other than in accordance with these instructions provided that he is satisfied as to the manner in which a member wishes to vote.

Members who have dematerialised their shares must inform their CSDP or broker of their intention to attend the Annual General Meeting and request their CSDP or broker to issue them with the necessary authorisation to attend or provide their CSDP or broker with their voting instructions should they not wish to attend the Annual General Meeting in person.

In terms of section 58 of the Companies Act, 2008 ("the Companies Act"):

  • a shareholder may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders' meeting on behalf of such shareholder;
  • a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;
  • irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder's rights as a shareholder;
  • any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;
  • if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (a) cancelling it in writing, or making a later inconsistent appointment of a proxy; and (b) delivering a copy of the revocation instrument to the proxy and to the Company; and
  • a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the Memorandum of Incorporation of the Company, or the instrument appointing the proxy, provides otherwise.

Shares and shareholders

Stock exchange performance

Shares traded as a percentage of issued shares (%)

Stock exchange performance 1 March 2024to 28February2025 1 March 2023to 29February2024
Shares traded as a percentage of issued shares (%)
Total number of shares traded ('000) 55 433 39 906
Shares traded as a percentage of issued shares (%) 23.9 16.2
Total value of shares traded (R million) 2 235 1 377
JSE Limited prices (SA cents)
Closing 4 768 4 025
High 5 306 4 200
Low 3 324 3 101
Public/non-public shareholding
Percentage non-public shareholders 36.37% 34.02%
Percentage public shareholders 63.63% 65.98%

JSE Limited prices (SA cents)

Public/non-public shareholding

Listed below are analyses of holdings extracted from the register of ordinary shareholders at 28 February 2025:

Shareholders in SA Shareholders other than inSA Total shareholders
Shareholder type Number Percentageof shares Number Percentageof shares Number Percentageof shares
Directors 2 18.30 2 18.30
Shareholders over 10% 1 16.47 1 16.47
Treasury 1 1.60 1 1.60
Total non-public 2 18.07 2 18.30 4 36.37
Public 5 471 51.16 292 12.47 5 763 63.63
Total 5 473 69.23 294 30.77 5 767 100.00

The following are the principal beneficial shareholders whose holding directly or indirectly in the Company total more than 5% of the issued share capital as at 28 February 2025

Number ofordinaryshares Percentageof issuedshares
Jens Montanana (Director) 41 919 666 18.04
Government Employees Pension Fund (PIC) 38 901 878 16.74
M&G Group - various funds* 13 922 546 5.99

* Shareholdings are aggregates of several legal entities owned by the same overall group which individually are less than 5%.

Shares and shareholders continued

Listed below are analyses of holdings extracted from the register of ordinary shareholders at 29 February 2024:

Shareholders in SA Shareholders other than in SA Total shareholders
Shareholder type Number Percentage ofshares Number Percentage ofshares Number Percentage ofshares
Directors 3 16.66 3 16.66
Shareholders over 10% 1 17.11 1 17.11
Treasury 1 0.25 1 0.25
Total non-public 2 17.36 3 16.66 5 34.02
Public 4 988 47.26 292 18.72 5 280 65.98
Total 4 990 64.62 295 35.38 5 285 100.00

The following are the principal beneficial shareholders whose holding directly or indirectly in the Company total more than 5% of the issued share capital as at 29 February 2024:

Number ofordinaryshares Percentageof issuedshares
Government Employees Pension Fund (PIC) 39 286 227 17.11
Jens Montanana (Director) 37 005 480 16.12
M&G Group - various funds* 14 204 293 6.19
Old Mutual Investment Group - various funds* 13 138 690 5.73

* Shareholdings are aggregates of several legal entities owned by the same overall group which individually are less than 5%.

Black people and black female economic interest and voting rights

An analysis of black beneficiation through mandated investment schemes invested in Datatec as at 28 February 2025:

Number ofordinaryshares Percentageof issuedshares
Total mandated investments identified 122 733 519 51.97
Voting rights deemed to be held by black people on a flow-through basis 59 269 036 25.80
Voting rights deemed to be held by black women on a flow-through basis 27 005 305 11.75
Economic interest deemed to be held by black people on a flow-through basis 35 477 115 15.44
Economic interest deemed to be held by black women on a flow-through basis 20 495 120 8.92

An analysis of black beneficiation through mandated investment schemes invested in Datatec as at 29 February 2024:

Number ofordinaryshares Percentageof issuedshares
Total mandated investments identified 127 723 594 55.65
Voting rights deemed to be held by black people on a flow-through basis 53 369 550 23.25
Voting rights deemed to be held by black women on a flow-through basis 25 962 913 11.31
Economic interest deemed to be held by black people on a flow-through basis 28 966 877 12.62
Economic interest deemed to be held by black women on a flow-through basis 14 635 059 6.38

Administration

Name Date of appointment Position held at 28 February 2025
Executive directors
JP Montanana (British) 6 October 1994 Chief Executive Officer
IP Dittrich 30 May 2016 Chief Financial Officer
Non-executive directors
M Makanjee#^+ 1 November 2018 Independent non-executive Chair
S Everaet (Belgian)+ 2 October 2023 Independent non-executive director
CR Jones (British)* 3 June 2024 Independent non-executive director
MJN Njeke*#+ 1 September 2016 Independent non-executive director
LC Rapparini (Brazilian) 1 September 2022 Independent non-executive director
DS Sita#*^ 1 March 2022 Independent non-executive director
Resignations during the year
SJ Davidson (British) #^+ 1 February 2007 Retired – 31 July 2024
CRK Medlock (British)* 1 January 2020 Retired – 31 July 2024

* Audit, Risk and Compliance Committee

Nominations Committee

^ Remuneration Committee

  • Social and Ethics Committee

Corporate governance reports

Responsible Business reports

Financial results

Shareholders' diary

2025 Annual General Meeting 31 July 2025
Reports
Interim results (half-year to August 2025) October 2025
Announcement of FY26 annual results May 2026
FY26 annual report June 2026
FY26 integrated report July 2026
FY26 responsible business report July 2026

Glossary

AGM Annual General Meeting
AIM Alternative Investment Market, the London Stock
Exchange's international market for smaller,
growing companies
Analysys A global consultancy and research firm which
Mason constituted Datatec's Management Consulting
division, specialising in telecommunication, media
and technology and offers strategic, trustedadvisory, modelling and market intelligence services,
which was disposed of during FY23.
ARCC The Datatec Group Audit, Risk and Compliance
Committee
BBBEE Broad-Based Black Economic Empowerment
CEO Chief Executive Officer
CFO Chief Financial Officer
CIPC Companies and Intellectual Property Commission
CPI Consumer Price Index
CRO Chief Risk Officer
CSDP Central Securities Depository Participant
CSRD Corporate Sustainability Reporting Directive
EMEA Europe, Middle East and Africa
ESG Environmental, social and corporate governance
H&S Health and safety
JSE The Johannesburg Stock Exchange, a securities
exchange operated by JSE Limited
King IV/ The The King IV Report on Corporate Governance for
King IV Code South Africa, 2016
KPI Key performance indicators
LATAM Latin America
Logicalis or A division of Datatec that supplies ICT infrastructure
Logicalis and solutions and managed services. Datatec has
Group split its investment in Logicalis Group into twodivisions: Logicalis International and Logicalis
Latin America.
Logicalis Comprises the Logicalis business in all markets
International outside Latin America
Logicalis Latin Comprises the Logicalis business in Latin America
America
LTI Long-term incentive
Management A division of Datatec that comprises Mason
Consulting Advisory Limited
MEA Middle East and Africa
MoI The Company's Memorandum of Incorporation
PLLAL PromonLogicalis Latin America Limited
PwC PricewaterhouseCoopers Inc.
SAICA South African Institute of Chartered Accountants
SBTi Science-Based Targets initiative gov
SENS Stock Exchange News Service ern
STEM Science, technology, engineering and mathematics Coancrpo
STI Short-term incentive e rerate
TCFD Task Force on Climate-Related FinancialDisclosures ports
The Board The Board of directors of Datatec Limited, as setout on pages 2 and 3
TheCompaniesAct South African Companies Act 71 of 2008, asamended
The Companyor Datatec Datatec Limited, listed on the JSE in the "ComputerServices" sector Bus
The currentyear, the year,the year underreview orFY24 The year ended 28 February 2025 Resineponssrepsibortles
The Group The Datatec Group, Datatec Limited and itssubsidiaries
The previousyear, theprior year orFY23 The year ended 29 February 2024
TMS The Meeting Specialists Proprietary Limited
WestconInternationalor Westcon A division of Datatec that provides distribution ofsecurity, collaboration, networking and data centreproducts. Includes Datatec Financial Services, aprovider of financing/leasing solutions Finresancultsial

Financial and technical definitions

Financial definitions

Amortisation The systematic allocation of the cost of an
intangible asset over its useful life
BBSW Bank Bill Swap Rate
CAGR Compound annual growth rate
CDI A daily average of overnight interbank loans, usedas an investment benchmark in the Brazilianfinancial system
CGU Cash-generating unit
CSP Conditional Share Plan
DBP Deferred Bonus Plan
DBW Deferred Bonus Warrant
Depreciation The systematic allocation of the cost of an asset,less its residual value, over its useful life
EBITDA Earnings before interest, taxation, depreciation
EIBOR Emirates Interbank Offered Rate
EPS Earnings per share, the portion of a Company'sprofit attributable (equally) to each outstandingordinary share
EURIBOR Euro Interbank Offered Rate
FEC Forward exchange contract
FVTPL Fair value through profit or loss
FY Financial year; for Datatec, ended/ending28/29 February
H2 The second half of the financial year, from1 September to 29 February
IFRS International Financial Reporting Standards
JIBAR Johannesburg Interbank Average Rate
LTIP Long-Term Incentive Plan
MIP Management Incentive Plan
ROIC Return on invested capital. This is calculated bydividing net operating profit after tax by averageinvested capital
SAR Scheme Share Appreciation Rights Scheme
SARs Share Appreciation Rights
SOFR Secured Overnight Financing Rate
SONIA Sterling Overnight Interbank Average Rate
SORA Singapore Overnight Rate Average
TSR Total shareholder return
UEPS Underlying earnings divided by the weightedaverage number of shares in issue during thefinancial year
Underlyingearnings Earnings excluding impairments of goodwill andintangible assets, profit or loss on sale ofinvestments and assets, amortisation of acquiredintangible assets, unrealised foreign exchangemovements, acquisition-related adjustments, fairvalue movements on acquisition-related financialinstruments, restructuring costs relating tofundamental reorganisations, one-off tax itemsimpacting EBITDA, costs relating to acquisitions,integration and corporate actions, and the taxationeffect and non-controlling interests on all of theaforementioned.
VWAP 30-day volume-weighted average price

Technical definitions

Cloud services Services made available to users on demand viathe internet from a cloud computing provider'sservers
Hardware The machines, wiring and other physicalcomponents or other electronic system
ICT Information and communication technology, anumbrella term that includes any communicationdevice or application, encompassing radio,television, mobile phones, computer and networkhardware and software, and satellite systems
Infrastructure Refers to an entity's entire collection of hardware,software, networks and services required for theoperation and management of the IT environment
IT Information technology
Networking The construction, design and use of a network
Software The programmes and other operating informationused by a computer

Contact details

Registered offices Datatec Limited

15th Floor The Leonardo 75 Maude Street Sandown Sandton, 2146 South Africa Tel +27 (0) 11 233 1000 Email: [email protected]

Datatec plc

1st Floor, Bush House North West Wing Aldwych London WC2B 4PJ United Kingdom

Office – UK

1st Floor, Bush House North West Wing Aldwych London WC2B 4PJ United Kingdom

Office – USA

660 White Plains Road Tarrytown New York NY10591 USA Tel +1 914 829 7000

Company Secretary

Datatec Management Services (Pty) Ltd

(Managing Director – SP Morris)

Sponsor Pallidus Exchange Services Proprietary Limited

Die Groenhuis 38 Garsfontein Road Waterkloof Pretoria

Transfer Secretaries

Computershare Investor Services (Pty) Ltd

Rosebank Towers 15 Biermann Avenue Rosebank, 2196 South Africa Private Bag X9000 Saxonwold, 2132

Corporate law advisers and consultants Bowman Gilfillan Inc.

11 Alice Lane Sandton, 2196 South Africa

Auditors

PricewaterhouseCoopers Inc.

4 Lisbon Lane Waterfall City Jukskei View, 2090 South Africa

Principal bankers – SA

The Standard Bank of South Africa Limited

Corporate and Investment Banking 30 Baker Street Rosebank, 2196 South Africa

Principal bankers – UK

HSBC UK Bank plc

26 Broad Street Reading Berkshire RG1 2B

Company information

Datatec Limited

Incorporated in the Republic of South Africa Registration number: 1994/005004/06 ISIN: ZAE000017745 JSE Main Board: Computer Services Listing date: 1994 Share code: DTC Shares in issue at 28 February 2025: 236 184 688 OTC Market US OTCQX: DTTLF Listing date: 2025

www.datatec.com www.westconcomstor.com www.logicalis.com www.la.logicalis.com www.masonadvisory.com